HomeMy WebLinkAboutLease LAG-11-002
GVA KIDDER IVMATHEWS
601 UNION STREET OFFICE LEASE-GROSS
SUITE 4720
SEATTLE,WA 98101 200 MILL AVENUE BUILDING
TEL 398-2271 FAX 398-2290
This Lease is made this 9th day of July, 2010 by and between The City of Renton,Washington, a
Washington municipal corporation ("Landlord"), and PMC Bancorp, A California corporation,
("Tenant"),who agree as follows:
1. Fundamental Terms. As used in this Lease, the following capitalized terms shall have the following
meanings:
(a) "Land" means the land on which the Building is located, situated in the City of Renton, County
of King, State of Washington, which is described on Exhibit A.
(b) "Building" means the building in which the Premises are located, commonly known as the 200
Mill Avenue Building, the street address of which is 200 Mill Avenue South, Renton, Washington 98055-
3232.
(c) "Premises" means that certain space crosshatched on Exhibit B, located on the Fourth floor of
the Building and designated as Suite 410.
(d) "Agreed Areas" means the agreed amount of rentable square feet of space in the Building
and the Premises. Landlord and Tenant stipulate and agree for all purposes under this Lease that the
Building contains approximately 49,480 rentable square feet of space (the "Building Area") and that the
Premises contain approximately 2,024 rentable square feet of space in Suite 410 on the fourth floor. The
total area under lease will be 2,024 rentable square feet, (the "Premises Area"). The parties agree that the
Premises will be remeasured by Landlord's architect to accurately determine the number of rentable
square feet of space in the Premises, which determination shall be made in accordance with the Building
Owners and Managers Association International ("BOMA") standards, namely the "Standard Method for
Measuring Floor Area in Office Buildings—American National Standard,"ANSI Z65.1-1996. Promptly after
Landlord's architect makes such determination, this Lease shall be amended to accurately reflect the
number of rentable square feet of space in the Building and the Premises as so determined. In addition,
the Minimum Monthly Rent, and Tenant's Share, shall be proportionately adjusted based on the actual
number of rentable square feet of space in the Premises as so determined. Landlord and Tenant further
agree that the Building Area may exclude portions of the Building which are used for other than office
purposes, such as areas us�d for retail purposes.
(e) "Tenant's Share" means the Premises Area divided by the Building Area, expressed as a
percentage, which is four point zero nine percent (4.09%). Notwithstanding the foregoing, if one or more
of the facilities, services and utilities the costs of which are included within the definition of Operating
Costs is not furnished to one or more spaces or to particular types of spaces, then in connection with the
calculation of Tenant's Share of each of such costs the Building Area shall be reduced by the number of
rentable square feet contai'ked in such space and Tenant's Share shall be separately computed as to
each of such costs. If the Building shall contain non-office uses during any period, Landlord shall have the
right to determine, in accordance With sound accounting and management principles, Tenant's Share of Real
Property Taxes and Operating Costs for only the office portion of the Building; in such event, Tenant's Share
shall be based on the ratio of the rentable area of the Premises to the rentable area of such office portion for
such period.
If a portion of the Building is damaged or condemned, or any other event occurs which alters the
number of rentable square feet of space in the Premises or the Building, then Landlord shall adjust Tenant's
Share to equal the number of rentable square feet of space then existing in the Premises (as altered by such
event) divided by the number of rentable square feet of space then existing in the Building (as altered by such
event).
"Commencement Date" means August 1, 2010, or such earlier or later date as provided in Section
4 hereof. Tenant shall have access to the Premises for furniture, telecommunications wiring, and
equipment assembly for a period of up to 5 days prior to lease commencement at no cost to Tenant.
The City, or GVA management may inspect the Premises prior to Tenant occupancy, to insure that
there has been no damage to the Premises by Tenant, prior to the Commencement Date.
(f) "Expiration Date" means August 31, 2010
(g) "Term" means the period of time commencing on the Commencement Date and ending on
the Expiration Date, unless Sooner terminated pursuant to this Lease.
(h) "Minimum Monthly Rent" means the following amounts as to the following periods during the
Term of this Lease:
Period Monthly Amount
August 1, 2010 to August 31, 2010 $2,500.00 per month
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(i) "Permitted Use" means use for purposes of general business offices for Mortgage financing
and related business activities
Q) "Base Year" means the calendar year 2010.
(k) "Prepaid Rent" means Two Thousand Fivee Hundred and 00/100 Dollars ($2,500.00).
(1) "Security Deposit" means Two Thousand Five Hundreed and Zero Dollars ($2,500.00).
(m) "Landlord's Address for Notice" means 200 Mill Avenue Building, c/o GVA Kidder Mathews,
601 Union Street, Suite 4720, Seattle, WA 96101.
(n) "Landlord's Address for Payment of Rent" means 200 Mill Avenue Building, c/o GVA Kidder
Mathews, P.O. Box 34860, Seattle, WA 98124-1860.
(o) "Tenant's Address for Notice" means PMC Bancorp, 200 Mill Avenue Building, Suite 410,
Renton, WA 98055-32312 on and after the Commencement Date.
(p) "Landlord's Agent" means GVA Kidder Mathews or such other agent as Landlord may appoint
from time to time.
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(q) "Broker(s)" meahs GVA Kidder Mathews representing the Landlord and Tenant.
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(r) "Exhibits" means the following Exhibits to this Lease:
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Exhibit A- Legal Description of the Property
Exhibit B-Outline Drawing of the Premises
Exhibit C-Work Letter
Exhibit D-Rules and Regulations
Exhibit E—Insurance Letter
(s) "Rider" means—N/A
(t) "Definitions" means the words and phrases defined in Section 41 captioned "Definitions".
2. Consent and Notices. Whenever the consent of either Landlord or Tenant is required under this
Lease, such consent shall not be effective unless given in writing and shall not be unreasonably withheld
or delayed, provided, however, that such consent may be conditioned as provided in this Lease. All
notices or requests required or permitted under this Lease shall be in writing as provided in Section 42(g).
3. Premises and Appurtenances. Landlord leases to Tenant and Tenant leases from Landlord the
Premises for the Term. Tenant, and its authorized representatives, shall have the right to use, in common
with others and subject to the Rules and Regulations, the Common Areas of the Building. Landlord shall
have the right, in Landlord's sole discretion, from time to time to (i) make changes to the Building interior
and exterior and Common Areas, including without limitation, changes in the location, size, shape, number
and appearance thereof, (ii) to close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available, and (iii) to use the Common Areas while
engaged in making additional improvements, repairs or alterations to the Building. All of the windows and
exterior walls of the Premises and any space in the Premises used for shafts, stacks, pipes, conduits,
ducts, electrical equipment or other utilities or Building facilities are reserved solely to Landlord and
Landlord shall have rights cif access through the Premises for the purpose of operating, maintaining and
repairing the same, provided, however, that such changes shall not materially affect Tenant's access to, or
use and occupancy of, the Premises.
4. Term.
(a) Commencement Date. The Term shall commence on the Commencement Date and expire
on the Expiration Date, unless sooner terminated pursuant to this Lease. The Lease shall continue Month
to Month thereafter, subject to thirty (30) day termination notice by either party at anytime. The
Commencement Date shall be:
(i) The date specified in Section 1, unless notice is delivered pursuant to Subsection
4(a)(ii), in which case the Commencement Date shall be such later date, or Tenant occupies the Pre!mises
earlier pursuant to 8ubsecti,6n 4(a)(iii), in which case the Commencement Date shall be such earlier date;
(ii) Such later date on which the Tenant Improvements to be made to the Premises by
Landlord, if any, are substantially complete, provided, however, that Landlord. shall give notice of
substantial completion to Tenant at least five (5) days before such date.
(iii) If Tenant shall occupy the Premises for the Permitted Use prior to the Commencement
Date specified in Section 1 or the date specified in the notice provided for pursuant to Subsection 4(a)(ii),
then the date of such early occupancy.
(b) Tenant Obligations. If the Tenant Improvements, if any, are not substantially, completed on
the Commencement Date specified in Section 1 due to Tenant's failure to promptly review and approve
the plans and specifications for the Tenant Improvements or change orders with respect to the Tenant
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Improvements or to Tenant's failure to fulfill any other obligation under this Lease, then the Term shall be
deemed to have commenced on the Commencement Date specified in Section 1.
(c) Tenant Termination Rights. If Landlord is unable to deliver possession of the Premises with
the Tenant Improvements, if any, substantially completed to Tenant on the Commencement Date as a
result of causes beyond its Treasonable control,, Landlord shall not be liable for any damage caused by
failing to deliver possession and this Lease shall not be void or voidable. Tenant shall not be liable for
Rent until Landlord delivers ossession of the Premises to Tenant. No delay in delivery of possession of
the Premises to Tenant shal�change the Expiration Date or operate to extend the Term. If Landlo4does
not deliver possession of the Premises to Tenant within six (6) months of the Commencement Date; then
Tenant may elect to terminate this Lease by giving written notice to Landlord within ten (10) days following
the end of such six (6) month period.
�(d) Confirmation of Commencement Date. When the Commencement Date as provided in
Subsection 4(a)(ii) or Subsection 4(a)(iii) has been established as an earlier or later date than the
Commencement Date specified in Section 1, Landlord shall confirm the Commencement Date by notice to
Tenant.
5. Minimum Monthly Rent; Late Charge.
(a) Minimum Monthly Rent. Tenant shall pay to Landlord the Minimum Monthly Rent without
deduction, offset, prior notice or demand, in advance on the first day of each month during the Term.
Minimum Monthly Rent for zany partial month shall be prorated at the rate'of 1/30th of the Minimum
Monthly Rent per day. Minimum Monthly Rent is exclusive of any sales, franchise, business or occupation
or other tax based on rents (other than Landlord's general income taxes) and should such taxes japply
during the Term, the Minimum Monthly Rent shall be increased by the amount of such taxes. All Rent shall
be paid to Landlord at Landlord's Address for Payment of Rent or at such other address as Landlor� may
specify by notice to Tenant.
(b) Late Charge. Tenant acknowledges that the late payment by Tenant of any Rent will cause
Landlord to incur administrative, collection, processing and accounting costs and expenses not
contemplated under this Lase, the exact amount of which are extremely difficult or impracticable to
predict or remedy. Therefofe, if any Rent is not received by Landlord from Tenant by the fifth (5th)
calendar day after such Re t is due, Tenant shall immediately pay to Landlord a late charge equal to five
percent (5%) of the amouni of such Rent or Seventy-five and No/100th Dollars ($75.00), whichever is
greater. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs
and expenses and is fair compensation to Landlord for its loss caused by Tenant's nonpayment. Should
Tenant pay sai6 late charge but fail to pay contemporaneously therewith all unpaid amounts of Rent,
Landlord's acceptance of this late charge shall not constitute a waiver of Tenant's default with respect to
Tenant's nonpayment nor prevent Landlord from exercising all other rights and remedies available to
Landlord under this Lease or under law.
6. Prepaid Rent and Security Deposit. As partial consideration for Landlord's execution of this
Lease, on execution of this Lease, Tenant shall deposit with Landlord the Prepaid Rent, as monthly rent
for the first full month of the Term for which Rent is payable, and the Security Deposit, as a Security
Deposit for the performance by Tenant of the provisions of this Lease. If Tenant is in default, Landlord
may use the Security Deposit, or any portion of it, to cure the default, including without limitation, paying
for the cost of any work necessary to restore the Premises, the Tenant improvements and any alterations
to good condition or to compensate Landlord for all damage sustained by Landlord resulting from Tenant's
default. Tenant shall within five (5) days of demand pay to Landlord a sum equal to the portion of the
Security Deposit expended or applied by Landlord as provided in this Section so as to maintain the
Security Deposit in the sum initially deposited with Landlord. If Tenant is not in default as of the expiration
or termination of the Term, including without limitation, in default in payment of the Rent for the last month
of the Term, then Landlord shall return the Security Deposit, without interest, to Tenant within a
reasonable period of time not to exceed thirty (30) days after the expiration or termination of the Term,
provided, however, that Landlord may retain a portion of the Security Deposit for payment of increases in
Real Property Taxes and Operating Costs the exact amount of which has not been determined as,of the
expiration or termination of the Term. Landlord's obligations with respect to the Security Deposit are those
of a debtor and not a trustee. Landlord may commingle the Security Deposit with Landlord's general and
other funds.
7. Real Property TaxeslI
(a) Payment of Tl nant's Share of Increases in Real Property Taxes. The parties have
agreed, that for this Month Ito Month tenancy, Tenant will not be responsible for increase costs for Real
Property Taxes. Should Landlord and Tenant enter into a long term lease, Tenant shall pay to Landlord,
as Additional Rent, monthly) in advance on the first day of each month during the Term, an amount equal
to one-twelfth (1/12th) of Tenant's Share of all increases in Real Property Taxes that are or will be levied
or assessed against the Property during each calendar year dining the Term over and above the Real
Property Taxes that are levied or assessed against the Property during the Base Year as reasonably
estimated by Landlord. Suc Additional Rent is exclusive of any sales, franchise, business or occupation
or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be
increased by the amount of such taxes. Within one hundred twenty (120) days after the end of each
calendar year during the Term or within such longer period of time as may be reasonably necessary,
Landlord shall furnish to Tenant a statement of the Real Property Taxes for the preceding calendar year
and Tenant's Share of the increase in Real Property Taxes. If Tenant's Share of the increase in such Real
Property Taxes for that calendar year over such Real Property Taxes for the Base Year exceeds the
monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30� days
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after receipt of the statement. If Tenant's payments made during that calendar year exceed Tenant's
Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes
for the Base Year, then, at Landlord's option, either Landlord shall pay Tenant the excess at the time
Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against the
next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of
the Tel rm Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.
(b) General and S ecial Assessments. With respect to any general or special assessments
which may be levied against Jor upon the Property, or which under the laws then in force may be evidenced
by improvement or other.bonds or may be paid in annual installments, only the amount of such annual
installment, and interest due thereon, shall be included in the computation of Real Property Taxes.
(c) Proration. Tenant's Share of Real Property Taxes shall be prorated on the basis of a 360-day
year to account for any fractional portion of a tax year included in the Term at its commencement and
expiration.
(d) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this
Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum
Monthly Rent specified in Section 1.
(e) Leasehold Excise Tax. Notwithstanding anything to the contrary contained in this Section 7,
Landlord and Tenant agree that Landlord is a municipal corporation under the' State of Washington, and,
as such, pays leasehold excise taxes based on rent in lieu of Real Property Taxes. For purposes of
establishing a Base Year for taxes based I on rent, Landlord and Tenant shall agree upon a tax
assessment based on the valuation of the Property for the Base Year, and Tenant shall pay to Landlord as
Additional Rent,, monthly, in advance on the first day of each month during the Term, an amount equal to
one-twelfth (1/12th) of Ten��nt's Share of all increases in the valuation of the Property over the agreed
upon!Base Year valuation that are or will be levied or assessed against the Property for each calendar
year during the Term.
8. Personal Property Taxes. Tenant shall pay prior to delinquency all personal property taxes
assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of
Tenant contained in the Premises or elsewhere. If possible, Tenant shall cause such trade fixtures,
furnishings, equipment and all other personal property of Tenant to be assessed and billed separately
from the Property.
9. Operating Costs.
(a) Payment of Tenant's Share of Increases in Operating Costs!. The parties have agreed,
that for this Month to Month tenancy, Tenant will not be responsible for increase costs for Operating
Costs, unless Tenant utilizes the Premises beyond standard operating hours, and or has an excessive use
of the Premises. Sho l Id Landlord and Tenant enter into a long term Iease,Tenant shall pay to Landlord,
as Additional Rent, monthly in advance on the first day of each month duffing the Term, an amount equal
to once-twelfth (1/12th) of Tenants Share of the increase in the Operating Costs of the Property for each
calendar year during the Term over the Operating Costs for the Base Year as reasonably estimated by
Landlord. Landlord may, in accordance with sound accounting and management principles, both reasonably
estimate, and finally determine, the Operating Costs for the Base Year and for each calendar year during
the Term based on the Operating Costs that would have been incurred if the Building had been 95%
occu ied during the Base Fear or each such calendar year, as the case may be, taking into account
historical operating costs or the Building. Landlord may, in accordance with sound accounting and
management pnnciplesj mare any other appropriate changes to reflect adjustments to Operating Costs for
prior years or for the then current calendar year'. Such Additional Rent is exclusive of any sales, franchise,
business or occupation or other tax based on rents and should such taxes apply during the Term, such
Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) days
after the end of each icalen. dar year during the Term or within such longer period of time as may be
reasonably necessary, Landlord shall furnish to Tenant a statement of the Operating Costs for the
preceding calendar year and Tenant's Share of the increase in the Operating Costs. If Tenant's Share of
the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year
exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within
thirty. (30) days after receipt of the statement. If Tenant's payments made during that calendar year
exceed Tenant's Share of the increase in the Operating Costs for that calendar year over the Operating
Costs for the Base Year, then, at Landlord's option, either Landlord shall pay Ten'ant the excess at the
time Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against
the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end
of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.
(b) Proration. Tenant's Share of Operating Costs shall be prorated on the basis of a 360-day
year to account for any fractional portion of a year included in the Term at its commencement and
expiration.
(c) No Effect on Minimum Monthly Rent, Notwithstanding anything to the contrary in this
Section, the Minimum Mo 1 thly Rent payable by Tenant shall in no event be less than the Minimum
Monthly Rent specified in Section 1.
10. Use. Tenant shall use the Premises for the Permitted Use and for no other use without Landlord's
prior consent. Tenant agrees that it has determined to its satisfaction that the Premises can be used for
the Permitted Use. Tenant waives any right to terminate this Lease if the Premises cannot be used for the
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Permitted Use during the Tel unless the prohibition on use is the result of actions taken by Landlord.
Tenant's use of the Premises shall be in accordance with the following:
(a) Insurance. Tenant shall not do, bring, or keep anything in or about the Premises or the
Property that will cause a cancellation of any insurance covering the Property. If the rate of any insurance
carried by Landlord on the Property as published by the Washington Survey and Rating Bureau, or any
successor rating bureau or agency, is increased as a result of Tenant's use, then Tenant shall pay to
Landlord not less than ten (10) days before the date Landlord is obligated to pay a premium on the
insurance, a sum equal to the difference between the original premium and the increased premium.
(b) Compliance with Laws, Tenant shall comply with all applicable laws concerning the
Premises and Tenant's use of the Premises.
(c) Waste, Nuisance and Improper Use. Tenant shall not use the Premises in any manner that
will constitute waste, nuisance or unreasonable annoyance to other tenants in the Building, including
without limitation, (i') the use of loudspeakers or sound or light apparatus that can be heard or seen
outside the Premises, (ii) for cooking or other activities that cause odors that can be detected outside the
Premises, or (iii) for lodginc or sleeping,rooms. Violation of this subsection may result in a finding that
Tenant is in violation of the Nuisance provision and/or other applicable Renton Municipal Code provisions
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and/or applicable laws.
(d) Damage to Property. tenant shall not do anything in, on or about the Premises that will
cause damage to the Property, excluding normal wear and tear associated with normal office use.
(e) Rules and Regulations. Tenant and its authorized representatives shall comply with the
Rules and Regulations set forth on Exhibit D attached hereto. Landlord shall have the right to reasonably
amend the Rules and Regulations from time to time. In the event of a conflict between this Lease and the
Rules and Regulations, as amended, this Lease shall control. Landlord shall have the right to enforce the
Rule and Regulations: Landlord shall have no liability or respohsibility whatsoever with respect to the
noncompliance by other tenants or their authorized representatives with any of such Rules and
Regulations.
11. 1 Hazardous Substances. Tenant shall not dispose of or otherwise allow the release of any
Hazardous Substances!in, on or under the Premises, or the Property, or in any tenant improvements or
alterations placed on the Premises by Tenant.'iTenant represents and warrants to Landlord that Tenant's
intended use of the Premises does not involve the use, production, disposal or bringing on to the
Premises of any Hazardous Substances, except for products normally used in general business offices
which constitute Hazardous Substances, provided that such products are used, stored and disposed of in
accordance with applicable laws and manufacturer's and supplier's guidelines. Tenant shall promptly
comply with all laws and with all orders, decrees or judgments of governmental authorities or courts
having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup
of Hazardous Substances, on or under the Premises or the Property, or incorporated in any tenant
improvements or alterations, at Tenant's expense.
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(a) Compliance; Notification. After notice to Tenant and a reasonable opportunity for Tenant to
effect such compliance, Landlord may, but is not obligated to, enter upon the Premises and take such
actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its
interest in the Premises and the Property, provided, however that Landlord shall not be obligated to give
Tenant notice and,an opportunity to effect such compliance if (i) such delay might result in material
adverse harm to the Premises, or the Property, or (ii) an emergency exists. Tenant shall reimburse
Landlord for the full amount of all costs and expenses incurred by Landlord in connection with such
compliance activities, and such obligation shall continue even after expiration or termination of the(Term.
Tenant shall notify Landlord immediately of any release of any Hazardous Substances on the Premises or
the Property.
(b) Indemnity by Tenant. Tenant agrees to hold Landlord harmless from and against any and all
damages, charges; cleanup costs, remedial actions, costs and expenses, which may be imposed on,
incurred or paid by, or asserted against Landlord, the Premises or the Property by reason ofj or in
connection with the acts or omissions of Tenant, its authorized representatives, or any subtenant or other
person for whom Tenant would otherwise be liable, resulting in the release of any Hazardous Substances
on the Premises or'the�Property.
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(c) Indemnity by Landlord. Landlord agrees to hold Tenant harmless from and against any and
all damages, charges, cleahup costs, remedial actions, costs and expenses, which may be imposed on,
incurred or paid by, or asserted against Tenant, the Premises or the Property by reason of, or in
connection with the acts or omissions of Landlord, or its employees, resulting in the release of any
Hazardous Substances on the Premises or the Property.
(d) Acknowledgment as to Hazardous Substances. Tenant acknowledges that the Premises
may contain Hazardous Substances, and Tenant accepts the Premises and the Building notwithstanding
such Hazardouss Substances. If Landlord is required by any law to take any action to remove or abate any
Hazardous Substances, or if Landlord deems it necessary to conduct special maintenance or testing
procedures with regard to any Hazardous Substances, or to rem' ove or abate any Hazardous Substances,
Landlord may take such action or conduct such procedures at times and in a manner that Landlord deems
appropriate under the circumstances, and Tenant shall permit the same. Should Landlord's removal and
abatement activities interfere with T'enant's intended use of the premises, Tenant shall have the option to
elect between (a) abatement of rent in a proportion to the percentage of the premises that are affected by
the removal or abatement activities calculated on a monthly basis, or(b) tel of this Lease.
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(e) Survival. The provisions of this Section shall survive the expiration or sooner termination of
the Term. No subsequent modification or termination of this Lease by agreement of the parties or
otherwise shall be construed to waive or to modify any provisions of this Section unless the termination or
modification agreement or other document expressly so states in writing.
12. Landlord's Maintenance; Inclusion in Operating Costs.
(a) Landlord's Maintenance. . Except as provided in Section 13 captioned "Tenant's
Maintenance; Remedies", Section 23 captioned "Destruction" and Section 24 captioned "Condemnbtion"
and except for damage caused by any negligent or intentional act or omission of Tenant or its authorized
representatives,I Landlord shall maintain in good condition and repair the following: (i) the structural parts
of the Building, which struc ural parts include only the foundations, bearing and exterior walls, exterior
glass, glass entrance doors excluding interior glass and interior glass doors), subflooring and roof, (ii) the
building standard lighting f xtures, window coverings and ceiling tiles and the unexposed electrical,
plumbing and sewage systerns, including without limitation, those portions lying outside the Premises, (iii)
the heating, ventilating and air-conditioning system, if any, servicing the Building, (iv) the lobbies,
corridors, elevators,; public er common restrooms and other common areas of the Building, and (v) the
sidewalks, grounds; landscaping, parking and loading areas, if any, and other common areas of the
Property.
(b) Inclusion in Operating Costs. The cost of maintaining, repairing, replacing or servicing the
portions of the Building that Landlord is required to maintain pursuant to this Section shall be included in
Operating Costs to the extent provided in'Section 9 captioned "Operating Costs".
13. Tenant's Maintenance; Remedies.
(a) Tenant's Maintenance. Except as provided in Section 12 captioned "Landlord's
Maintenance; Inclusion in Operating Costs", Section 23 captioned "Destruction" and Section 24 captioned
"Condemnation"! and except)for damage caused by any grossly negligent or intentional act or omission of
Landlord or its authorized representatives, Tenant, at its cost, shall maintain in good condition and repair
the Premises, including' wit out limitation, all of the Tenant Improvements, Tenant's alterations, Tenant's
trade fixtures, Tenant's per onal property, signs, walls, interior partitions, wall coverings, windows, non-
building standard window coverings, glass within the Premises, doors, carpeting and resilient flooring,
non-building standard ceiling tiles, plumbing fixtures and non-building standard lighting fixtures. Tenant
shall be liable for any damage to the Premises and the Building resulting from the acts or omissions of
Tenant or its authorized representatives.
(b) Landlord's Remedies. If Tenant fails to maintain the Premises in good condition and repair
as required by Subsection 13(a) and. if such failure is not cured within thirty (30) days after notice of such
failure is given, by Landlord to Ten'ant, then Landlord may, at its option, cause the Premises to be
maintained in good conditio and repair and Tenant shall promptly reimb�rse Landlord for all reasonable
costs incurred by Landlord i�performance of Tenant's obligation to maintain the Premises.
14. Tenant Improvements; Alterations and Trade Fixtures.
j (a) Tenant Improvements. Tenant accepts the Premises in their "AS IS" condition without any
agreements, representation understandings or obligations on the part of Landlord to perform any
alterations, repairs or improv ments or to provide any allowances unless otherwise expressly provided in this
Lease or in the Work Lette attached hereto as Exhibit C. Tenant shall not make any improvements or
alterations to the Premises without Landlord's prior consent.
(b) Alterations. Any improvements and alterations made by either party shall remain on and be
surrendered with the Premises on expiration or termination of the Term, except that Landlord can elect by
giving notice toJenant within thirty (30) days before the expiration of the Term, or within thirty (30) days
after termination of the Term, to require Tenant to remove any improvements and alterations that Tenant
has made to the Premises. If Landlord so elects, Tenant, at its cost, shall restore the Premises to the
condition designated by Landlord in its electio�, before the last day of the Term, or within thirty (30) days
after notice of election is given, whichever is later. Any improvements and alterations that remain on the
Premises on expiration or termination of the Term shall automatically become the property of Landlord
and title to such improvements and alterations shall automatically pass to Landlord at such time without
any payment therefor by Landlord to Tenant. If Tenant or its authorized representatives make any
improvements or alterations to the Premises as provided in this Section, then such improvements and
alterations (i) shall be made in a first class manner in conformity with then building standard
improvements, (ii) shall be made utilizing then building standard materials, (iii) shall be made in
compliance with the Rules and Regulations and the reasonable directions of Landlord, (iv) shall be made
pursuant to a valid building permit to be obtained by Tenant, at its cost, and '(v) shall be made in
conformity with then applicable laws, including without limitation, applicable Renton Municipal code
provisions and/or building codes.
(c) Trade Fixtures. Tenant shall not install any trade fixtures in or on the Premises without
Landlord's written prior consent.
15. Mechanics' Liens. Tenant shall pay, or cause to be paid, all costs of labor, services and/or
materials supplied in connection with any Work. Tenant shall keep the Property free and clear, of all
mechanics' liens and other liens resulting from any Work. Prior to the commencement of any Work
costing more than an amount equal to one (1) month's Minimum Monthly Rent, or the supply or furnishing
of any labor, services and/or materials in connection with any such Work, Tenant shall provide Landlord
6
with a labor and material payment bond, a letter of credit or other security satisfactory to Landlord in an
amount equal to one hundred percent (100%) of the aggregate price of all contracts therefor, with release
of the' bond conditioned on Tenant's payment in full of all claims of lien claimants for such labor, services
and/or materials supplied in the prosecution of the Work. Said payment bond shall name Landlord as a
primary obligee, shall be given by a surety which is satisfactory to Landlord, and shall be in such form as
Landlord shall approve in its sole discretion. Tenant shall have the right to contest the correctness or
validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release
bond'issued by a responsible corporate surety in an amount sufficient to satisfy statutory requirements
therefor in the State of Washington. Tenant shall promptly pay or cause to be paid all sums awarded to
the claimant on its suit, and, in any event, before any execution is issued with respect to any judgment
obtained by the claimant in its suit or before such judgment becomes a lien on the Premises, whichever is
earlier. If Tenant shall be in default under this'Section, by failing to provide security for or satisfaction of
any mechanic's or other liens, then Landlord may (but shall not be obligated to), in addition to any other
rights or remedies it may have, discharge said lien by (i) paying the claimant an amount sufficient to settle
and discharge the claim, (ii) procuring and recording a lien release bond, or(iii) taking such other action as
Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent,
on Landlord's demand, all reasonable costs (including reasonable attorney fees) incurred by Landlord in
settling and discharging such lien together with interest thereon in accordance with Section 39 captioned
"Interest on Unpaid Rent" from the date of Landlord's payment of said costs. Landlord's payment of such
costs shall not waive any default of Tenant under this Section.
16. Utilities and Services.
I
(a) Utilities and Services Furnished by Landlord. Landlord shall furnish the Premises with:
(i) Electricity' for lighting and power suitable for the use of the Premises for ordinary
general office purposes; provided, however, that Tenant shall not at any time have a connected electrical
load for lighting purposes in!excess of the wattage per square foot of Premises Area required for b l ilding
standard amounts of lighting, or a connected load for all other power requirements in excess of four (4)
watt s per squa�e foot of Premises Area as determined by Landlord, and the electricity so provided for
lighting and power shall not exceed such limits, subject to any lower limits set by any governmental
authority with respect thereto;
Subject to the reasonable limitations of the existing.building systems, heating, ventilating and
air-conditioning, if the Building has an air-conditioning system, to maintain a temperature
range in the Premises which is customary for similar office space in the King County,
Washington area (but in compliance with any applicable governmental regulations with
respect thereto). Tenant agrees to keep closed,! when necessary, blinds, draperies and
windows which,must be closed to provide for the efficient operation of the heating and air
conditioning systems, if any, and Tenant agrees to.cooperate with Landlord and to abide by
the regulations and requirements which Landlord my prescribe for the proper functioning and
protection of thle heating, ventilating and air-conditioning system, if any. If Tenant requires
heating, ventilai:ing and air conditioning to the Premises other than during normal business
hours from 7:30 A.M. to 6:00 P.M. daily, and 8:00 A.M. to 11:00 A.M on Saturdays, except
Sundays and those legal holidays generally observed in the State of Washington, Landlord
shall, upon Tens nt's request made not less than 241 hours before the time Tenant requires the
after hour servi�e, and 'not later than Noon on the Friday before any Saturday or Sunday on
which Tenant requires such service, and not later than Noon of the day before any holiday on
which Tenant requires such service (except as otherwise provided in the Rules and
Regulations), furnish sdch heating, ventilating and!air conditioning. If Tenant receives such
services, then enant shall pay, upon demand, an amount equal to Tenants proportionate
share of the actual direct cost to Landlord in providing the heating, ventilating and air
conditioning outside of normal business hours which Landlord and Tenant agree will be
$25.00 per hour at this time
(ii) Water for restroom and drinking purposes and access to restroom facilities;
(iii) Elevator service for general office pedestrian usage if the Building is serviced by
elevators;
(iv) Relamping of building-standard light fixtures;
(v) Washing of interior and exterior surfaces of exterior windows with reasonable
freq ency; and
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(vi) Janitorial service five (5)times per week, except holidays.
(b) Payment for Excess Utilities and Services. All services and utilities for the Premises not
required to be furnished by Landlord pursuant to Section 16(a) shall be paid for by Tenant. If Tenant
requires, on a regular basis, water, heat, air conditioning, electric current, elevator or janitorial service in
excess of that provided for in Section 16(a), then Tenant shall first obtain the written consent of Landlord
which consent may be withheld in Landlord's sole discretion. If Landlord consent's to such excess use,
Landlord may install an electric current or water meter (including, without limitation, any additional wiring,
conduit or panel required therefor) to measure the excess electric current or water consumed by Tenant or
may cause the excess usage to be measured by other reasonable methods (e.g. by temporary "check"
meters or by survey). Tenant shall pay to Landlord upon demand (i) the cost of any and all water, heat, air
conditioning, electric current, janitorial, elevator or other services or utilities required to be furnished to
Tenant in excess of the services ands utilities required to be furnished by Landlord as provided in Section
A
I
16(a); (ii) the cost of installation, maintenance and repair of any meter installed in the Premises; (iii) the
cost of all electricity and water consumed by Tenant in connection with any dedicated heating, ventilating
and/or air conditioning,I computer power and/or air conditioning, telecommunications or other special
systems of Tenant, including any power usage other than through existing standard 110-volt AC outlets;
and (iv) any reasonable cost incurred by Landlord in keeping account of or determining such excess
utilities or services furnished to Tenant. Landlord's failure to bill �Tenant for any such excess utilities or
services shall not waive Landlord's right to bill Tenant for the excess at a later time.
(c) Temperature Balance. Landlord makes no representation to Tenant regarding the adequacy
or fitness of the heating, ventilating and air-conditioning systems in the Building to maintain temperatures
that may be required for, or because of, any of Tenant's equipment other than normal office equipment,
such as personal computers, laser printers, copiers, dictating machines and other small equipment
normally used in business offices, and Landlord shall have no liability for loss or damage suffered by
Tenant or others in connection therewith. If the temperature otherwise maintained in any portion of the
Premises by the heating, air conditioning or ventilation system is affected as a result of (i) any lights,
machines or equipment (including without limitation electronic data processing machines) used by Tenant
in the Premises or the use of more than one personal computer per person, (ii) the occupancy of the
Premises by more than one person per two hundred (200) square feet of rentable area therein, (iii) an
electrical load for lighting or power in excess of the limits per square foot of rentable area of the Premises
specified in Section 16(a), or (iv) any rearrangement of partitioning or other improvements, Landlord may
install any equipment, or modify any existing equipment (including the standard air conditioning
equipment) Landlord deems necessary restore the temperature balance. The cost of any such
equipment, including without limitation, the cost of design and installation thereof, and the cost of
operating, metering, maintaining or repairing the same, shall be paid by Tenant to Landlord upon demand.
Tenant shall not install or operate window-mounted heating or air-conditioning units.
(d) Special Electrical or Water Connections; Electricity Use. Tenant will not, without the prior
consent of Landlord, which Landlord in its sole discretion may refuse, connect or use any apparatus or
device in the Premises (i) using current in excess of 110 volts or (ii) which will cause the amount of
electricity, water, heating, air conditioning or ventilation furnished to the Premises to exceed the amount
required for use of the Premises for ordinary general office purposes, as;determined by Landlord, during
normal business hours or (iii) which would cause Tenant's connected load to exceed any limits
established in Section 16(a) Tenant shall not connect with electric current except through existing outlets
in the Premises and shall rot connect with water pipes except through existing plumbing fixtures in the
Premises. In no event sha I Tenant's use of electricity exceed the capacity of existing feeders to the
Building or the �isers or wiri g installation, and Landlord may prohibit the use of any electrical equipment
which in Landlord's o'piInion will overload such wiring or interfere with the use thereof by other tenants in
the Building. If Landlord consents to the use of equipment requiring such changes, Tenant shall pay the
cost of installing any additio ial risers, panels or of,er facilities that may be necessary to furnish energy to
the Premises.
Landlord will not permit additional coring of the floor of the Premises in order to install new electric
outlets in the Premises unless Tenant furnishes Landlord with X-ray scans of the floor area where the Tenant
wishes to place additional electrical outlets and Landlord, in its absolute discretion, is satisfied, on the basis of
such�X-ray scans and other information obtained by Landlord, that coring of thd floor in order to install such
additional outlets will not weaken the structure of the floor.
(e) Landlord's Duties. Landlord shall not be in default under this Lease or liable for any
damages resulting from, or incidental to, any of the following, nor shall any of the following constitute an
actual or constructive eviction of Tenant; nor shall the Rent be abated by reason of; (i) failure to furnish or
delay in furnishing any of the services described in this Section when such failure or delay is caused by
accident or any condition beyond the reasonable control of Landlord, including the making of necessary
repairs or improvements to the Premises or to the Building, (ii) any electrical surges or spikes, or (iii)
failure to make any repair or. to perform any maintenance, unless such failure shall persist for an
unreasonable time after notice of the need for such repair or maintenance is given to Landlord by Tenant.
Landlord shall'use reasonafle efforts to remedy any interruption,in the furnishing of such services.
i
(f) Governmental Regulations. Any other provisions of this Section notwithstanding, if any
governmental authority or utility supplier imposes any laws, controls, conditions, or other restrictions upon
Landlord, Tenant, or the Building, 'relating to; the use or conservation of energy or utilities, mandated
changes in temperatures tc be main:tained in the Premises or the Building or the reduction of automobile
or other emissions (collectively, the "Controls"), or in the event Landlord isirequired or elects to make
alterations to the Building in order to comply with the Controls, Landlord may, in its sole discretion, comply
and may require Tenant to comply with the Controls or make such alterations to the Building in order to
comply with the Controls. Such compliance and the making of such alterations shall not constitute an
actual or constructive eviction of Tenant, impose on Landlord any liability whatsoever, or entitle Tenant to
any!batement of Rent.
17. Indemnity.
(a) Generally. Tenant shall defend, indemnify, and hold i harmless Landlord, its officers, agents,
officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for
injury or death of any person, or loss of damage to property, which arises out of Tenant's use of the
Premises, or from the conduct of Tenant's business, or from any activity, work or thing done, permitted, or
suffered by Tenant in or about the Premises, except only such injury or damage as shall be deemed to
have occured as a direct result of negligence by Landlord.
8
Landlord shall defend, indemnify, and hold harmlessi Tenant, its officers, agents, officials, and
employees from and against any and all claims, suits, actions, or liabilities for injury or death of any
person, or loss of damage to property, which arises out of any damage to any persons or property
occurring in, on or about the Premises or the Property resulting from the deliberate acts or omissions of
Landlord or its authorized reipresentatives, excluding any injury, death, loss or'dam age which arises as a
result of Tenant's negligence.
(b) Provisions Specifically Negotiated. LANDLORD AND TENANT ACKNOWLEDGE BY
THEIR EXECUTION OF TH S LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS
LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER'S
COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY
LANDLORD AND TENANT.
18. �Exemption of Landlord from Liability. Neither Landlord, nor any of Landlord's agents or assigns
shall be liable for injury to tenant's business or loss of income therefrom or for damage which may be
sustained by the person, goods, wares, merchandise or property of Tenant, its authorized representatives,
or any other person in, about'the Premises, caused by or resulting from fire, steam, electricity, gas,
wate or rain, which may lear, or flow from or into any part of the Premises, or from the breakage, leakage,
obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures of the same whether the said damage or injury resulting from conditions arising upon the
Premises or upon other portions of the Building or the Property unless such injury or damage is
determined to have been caused by direct negligence or misconduct of Landlord or its authorized
representatives.
19. , Commercial General Liability and Property Damage Insurance. Tenant, at its cost, shall
maintain commercial general liability insurance (including contractual liability) with liability limits of not less
than $2,000,000 per occurrence, and $3,000,000 annual aggregate if the Premises contain less than
5,000 rentable square feet of space or $5,000,000 annual aggregate if the Premises contain 5,000
rentable square feet of space or more, insuring against all liability of Tenant and its authorized
representatives arising out of or in connection with Tenant's use and occupancy of the Premises and
property damage insurance with liability limitsiof not less than $1,000,000. All such commercial general
liability and property damage insurance shall insure performance by Tenant of the indemnity provisions of
Section 17 captioned "Indemnity". Landlord and Landlord's Agent shall be additional named insureds on
such insurance policy.
20. Tenant's Fire Insurance. Tenant, at its cost, shall maintain on all of Tenant's Alterations, Trade
Fixtures and Personal Property in, on or about the Premises, a policy of standard All Risk fire insurance, in
an amount equal to at least their full replacement cost. The proceeds of any such policy shall be used by
Tenant for the restoration of Tenant's Alterations and Trade Fixtures and the replacement of its Personal
Property. Any portion of such proceeds not used for such restoration shall belong to Tenant.
King County, a charter county government under the constitution of the State of Washington,
hereinafter referred to as "Tenant", maintains a fully funded Self-Insurance program as defined in King
County Code 4.12 for the protection and handling of the County's liabilities including injuries to
persons and damage to property.
landlord acknowledges, agrees and'understands that the Tenant is self-funded for all of its liability
exposures.iThe Tenant agrees, at its own expense, to maintain, through its self-funded program,
coverage for all of its liability exposures for,thisl Lease Agreement. The Tenant agrees to provide the
Ll andlord with at least thirty (30) days prior written notice of any materiel change in the County's self-
funded program and will provide the Landlord with a certificate of self-insurance as adequate proof of
coverage. Landlord further acknowledges, 'agrees and understands that the Tenant does not purchase
Commercial General Liability insurance and is a self-insured governmental entity; therefore the
Tenant does not have t e ability to add the Landlord as an additional insured. Should the Tenant elect
ease self-insuring;its liability exposures and purchase Commercial General Liability insurance,
Tenant must add the Landlord as any additional insured and comply with all provisions of section 19.
I
Property Insurance
E
As respects property d mage, King County is protected from physical loss under the Tenant's blanket
property insurance pokey. The policy is an "ALL Risk" policy that provides the Tenant with protection
for all property in ithe Tenant's care, custody or control, wherever located.
21. Waiver of Claims; Waiver of Subrogation Landlord and Tenant release' each other, and their
respective authorized representatives, from, and waive their entire claim of recovery for, any claims for
damage to the Premises and the Building and to Tenant's alterations, trade fixtures and personal property
that are caused by or result from fire, lightning or any other perils normally included in an."all risk" property
insurance policy whether or not such loss or damage is due to the negligence of Landlord,, or its
authorized representatives, or of tenant, or !its authorized representatives. Landlord and Tenant shall
cause each property iinsurance policy obtained by it to provide that the insurance company waives all right
of recovery by way of subrogation against either party in connection with any damage covered by such
insurance policy.
22. j Other Insurance Matters. All insurance required to be carried by Tenant under this Lease shall: (i)
be issued by insurance companies authorized to do business in the State of Washington with a rating of
ANN or better as rated' in the most recent edition of Best's Insurance Reports; (ii) be issued as a primary
policy, and (iii) contain an endorsement requiring thirty (30) days' prior written notice from the insurance
9
company to both parties, to Landlord's Agent, and, if requested;by Landlord, to Landlord's lender, before
cancellation or change in the coverage, scope, or amount of any policy. Each policy or a certificate of the
policy, together with evidence of payment of premiums, shall be!deposited wit Landlord on or before the
Commencement Date, and on renewal of the policy not less than ten (10) days before expiration of the
term of the policy.
23. Destruction.
(a) Insured Damage. If during,the Term the Premises or the Building Ire partially or totally
destroyed by any casualty that is covered by any insurance carried by Landlord covering the Building,
rendering the Premises partially or totally inaccessible or unusable, Landlord shall restore the Premises or
the Building to'substantially the same condition as they were in immediately before such destruction, if (1)
the insurance proceeds av 1 ilable to Landlord equal or exceed the cost,of such restoration, (ii) in the
opinion of a registered,arc itect or engineer appointed by Landlord such restoration can be completed
within one hundred eighty ( 80) days after the'date on which Landlord obtains all permits necessary for
such restoration, and (iii) s ch or
is permitted under then existing laws to be done in such a
manner as to return the Premises, or the Building, as the case may be, to substantially the same condition
as they were in immediately before such destruction. To the extent that the insurance proceeds must be
paid to a mortgagee under,for must be applied to reduce any debt secured by, a mortgage covering the
Property, the insurance proceeds shall be deemed not to be available to Landlord unless such mortgagee
permits Landlord to use the linsurance proceeds for such restoration. Suct destruction shall not terminate
this Llease.
(b) Major or Uninsured Damage. If during the Term the Premises or the Building are partially or
totally destroyed by any casualty and Landlord is not obligated under Section 23(a) captioned "Insured
Damage" to restore the' Premises or the Building, as the case may be, then Landlord may, at its election,
either, (i) restore the Pre r�ises or the Building to substantially the same condition as they were in
immediately before such destruction, or (ii) terminate this Lease effective as of the date of such
destruction. If Landlord does not give Tenant notice within sixty (60) days after the date of such
destruction of its election to restore the Premises or the Building, as the case may be, Landlord shall be
deemed to have elected to terminate this Lease. If Landlord elects to restore the Premises or the Building,
as the case may be, Landlord shall use commercially reasonable efforts to complete such restoration
within one hundred eighty (180) days after the date on which Landlord obtains all permits necessary for
such restoration, provided, however, that such one hundred eighty (180) day period 'shall be extended by a
period equal to any delays caused by Force Majeure, and such destruction shall not terminate this Lease.
If Landlord does not complete such restoration within one (1) year following the date of such destruction,
then Tenant may elect to terminate this Lease by giving written notice to such effect to Landlord within ten
(10) days following the end of such one (1) year period.
(c) Damage to the Building. If during the Term the Building is partially destroyed by any casualty
and if in the opinion of Landlord the Building should be restored in such!a way as to materially alter the
Premises, then Landlord may, at Landlord's election, terminate this Lease by giving notice to Tenant of
Landlord's election to do so within sixty (60) days after the date of such destruction.
(d) Extent of Landlord's Obligation to Restore. If Landlord is required or elects to restore the
Premises as provided in this Section, Landlord shall not be required to restore alterations made by
Tenant, Tenant's trade fixtures and Tenant's personal property, such excluded items being the sole
responsibility offTenant to restore.
I
(e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or
the Building, the Minimum Monthly Rent'shall be abated or reduced, between the date of destruction and
the date of completion of restoration, by an amount that is in the same ratio to the Minimum Monthly Rent
as the total number of square feet of the Premises that are so damaged or destroyed bears to the total
number of square feet in th i Premises.
24. Condemnation. If during the Term there is 'any taking of part or all of the Premises or the Building
by condemnation, as decreed by a court of competent jurisdiction, then the rights and obligations of the
parties shall be as follows:
(a) Award: The ent ire award for the Premises, the Building and the Property, shall belong Ito and
be paid to Landlord, Tenant hereby assigning to Landlord Tenant's interest therein, if any, provided,
however, that Tenant shall �ave the right to cl1 im 'and recover from the condemno' compensation for the
loss of any alterations made by Tenant, Tenant's trade fixtures, Tenant's personal property, moving
expenses and business interruption.
25. Assignment and Subletting.
(a) Landlord's Consent; Definitions. Tenant acknowledges that the Building is a multi-tenant
office building, occupied by tenants,specifically selected by Landlord, and that Landlord has a legitimate
interest in the type and quality of such tenants, the location of t�nants in the Building and in controlling the
leasing of space in the Binding so that Landlord can better meet the particular needs of its tenants and
protect and enhance the r lative image, position and value of the Building in the office building market.
Tenant further acknowledges that the rental value of the Premises may fluctuate during the Term in
accordance with market conditions, and as a result, the Rent paid by Tenant under the Lease at any
particular time may be� higher or lower than the then market rental value of the Premises. Landlord and
Tenant agree, and the pro'
IV
isions �f this Section are intended to so provide, that, if Tenant voluntarily
10
assigns its interest in this Lease or in the Premises or subleases any part or all of the Premises, a portion
of the profits from any increase in the market rental value of the Premises shall belong to Landlord.
Tenant acknowledges that, f Tenant voluntarily assigns this Lease or subleases any part or all of the
Premises, Tena,t s investment in the subject portion of the Premises (specifically including, but not limited
to, tenant improvements, good will or other assets) may be lost or reduced as a result of such action.
(b) Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease
or in the Premises, or sublease any part or aii 1of the Premises, without Landlord's prior written consent,
which consent shall not be !unreasonably withheld. Any assignment, encumbrance or sublease without
Landlord's written consent shall be voidable and, at Landlord's election, shall constitute a default by
Tenant under this Lease. in determining whether to approve a proposed assignment or sublease,
Landlord shall place primary emphasis on the proposed transferees reputation and creditworthiness, the
character of the business to be conducted by the proposed transferee at the Premises and the affect of
such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right
to apgrove the specific form of any assignment or sublease agreement. In no event shall Landlord be
obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the
burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building,
or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the
Building being unreasonably compromised or ,reduced (for example, but not exclusively, Landlord may
deny consent to an assignment or subletting where the space will be used for a school or training facility,
an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is
retail sales), a personnel or employment agency, a medical office; or an embassy or consulate or similar
office). Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the
Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's
foregoing rights iand options shall continue throughout the entire term of this Lease. No consent to any
assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no
other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior written
consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other
than Tenant, no the application of any such Rent as provided in this Section shall be deemed a waiver of
any of the provisions of this Section or release Tenant from its obligation to comply with the terms and
provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations
under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of
Tenant's obligations under t I is Lease shall remain in full force and effect following any such assignment or
subletting. In addition to Landlord's.other rights under this Section, Landlord may condition approval of an
assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of
personal guarantees of the iassignee's or sublessee's obligations under this Lease. If Landlord approves
of anlassignment o�subletting hereunder and this Lease contains any renewal options, expansion options,
rights of first refusal, rights of first negotiation or aii y other rights or options pertaining to additional 6pace
in the Building, such rights and/or options shall'not run to the assignee or subtenant, it being agreed by the
parties hereto that any such rights and options are personal to ITenant named herein and may not be
transferred. j
(c) Conditions to Assignment or Sublease. Tenant agrees that any instrument by which
Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the assignee or
subtenant may not further assign or sublet the assigned or sublet space without Landlords prior written
consent (which consent shall not, subject to Landlord's rights under this Section, be unreasonably withheld
or delayed), and that the assignee or subtenant will comply with all of the provisions of this Lease and that
Landlord may enforce the lease provisions directly against such assignee or subtenant. If this Lease is
assigned, whether or not in!violation'of the terms and provisions of this Lease, Landlord may collect Rent
from the assignee. If the Premises, or any part thereof, is sublet, Landlord may, upon a default under this
Lease, collect dent from the subtenant. In either event, Landlord may apply the amount collected from the
assignee or subtenant to Tenant's obligation to pay Rent under this Lease; Nothing in this subsection that
preclude Landlord from pursuing Rent, fees, or other remedies from Tenant, if the Tenant's subtenant or
assignee fails to comply with all the applicable provisions of the Lease or sublease.
(d) Events Constituting an Assignment or Sublease. For purposes of this Section, the
following events shall be deemed an assignment or sublease, as appropriate. (i) the issuance of equity
interests (whether stock, partnership interests! otherwise) in;Tenant, or any assignee or subtenant, if
applicable, or any entity controlling any(of them, to any person or group of telated persons, in a single
transaction or a series of related or unrelated transactions, such that,. following such issuances such
person or group shall have Control (as defined below) of Tenant, or; any assignee or subtenant, if
applicable; or (ii) a transfer of Control of Tenant, or any assignee or subtenant, if applicable, or any entity
controlling any of them, in a single transaction or a series of related or unrelated transactions (including,
without limitation, by consolidation,. merger, acquisition or reorganization), ;except that the transfer of
outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within
the meaning of the Securitigs Exchange Act of 1934, as amended, through the "over-the-counter" market
or any recognized nationaf or international securities exchange, shall 'not be included in determining
whether Control has been transferred. "Control" shall mean direct or indirect owriership of fifty percent
(50%) or more of all the legal and equitable interest in any business entity.)
(e) Pro,cessing Expenses. Tenant ishall pay to Landlord the amount of Landlord's cost of
processing each proposed assignment or subletting, including without limitation, reasonable attorneys' and
othe� related fees, and the cost of Landlord's administrative, accounting and clerical time (collectively,
"Processing Costs"), and t i e amount of all reasonable direct and indirect expense incurred by Landlord
arisi Ing from the assignee or sublessee taking occupancy of the subject space, including without limitation,
reasonable costs of freight elevator operation for moving of furnishings and trade fixtures, security service,
janitorial and cleaning service, rubbish removal service, costs of changing signage, and costs of changing
locks and making new keys (collectively, "Occupancy Costs"). Notwithstanding anything to the contrary
11 I
herein, Landlord shall not be required to,process any request for Landlord's consent to an assignment or
subletting until Tenant has paid to Landlord Three Hundred Dollars ($300.00), or Landlord's estimate of
the Processing Costs and the Occupancy Costs, whichever is greater.
(f) Consideration to Landlord. In the event of any !assignment or sublease, whether or not
requiring Landlord's consent, Landlord shall be entitled to receive, as Additional Rent, one-half(1/2) of any
consideration, including�withiout limitation, payment for leasehold improvements paid for by Landlord, paid
by the assignee or subtena t for the assignment or sublease a I d, in the case of sublease, the excess of
the amount of rent paid for he sublet space by the subtenant over the total amount of Minimum Monthly
Rent under Section 5 and A ditional Rent under Sections 7 and 9. Upon Landlord's request, Tenant shall
assign to Landlord all amo nts to be paid to Tenant by the assignee or subtenant and shall direct such
assignee or subtenant to pay the same directly to Landlord. If there is more than one sublease under this
Lease, the amounts (if any)Ito be paid by Tenant to Landlord pursuant to the preceding sentence shall be
separately calculated for each sublease and amounts due Landlord with regard to any one sublease may
not be offset against rental and other consideration due under any other sublease.
(g) Procedures. If Tenant'desires to assign this Lease or any interest therein or sublet all or part
of the Premise's, Tenant shall give Landlord written notice thereof designating the space proposed to be
sublet and the term's proposed. If the proposed'sublease covers the entire)Premises and if the term of the
proposed sublease (including any renewal terms)will expire during the final six,(6) months of the Term (or
if Tenant has exercised a re ewal option; if any;,, then during the final six (6) months of the subject renewal
period), then Landlord shall have the prior right and option (to be exercised by written notice to Tenant
given within fifteen (15):days after receipt of Tenant's notice) (i) to terminate this Lease, or (ii) to approve
Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific
sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option
described in (ii) above, Tenant shall submit to Landlord for Landlord's written approval Tenant's proposed
subleIase agreement (in which the proposed subtenant shall be named) together with a current reviewed
or audited financial statement prepared by a certified public accountant for such proposed subtenant and
a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord
fails to exercise its option to terminate this Lease, this shall not be construed as or constitute a waiver of
any of the provisions oflthis Section. If Landlord exercises its option to terminate this Lease, Landlord shall
not have any liability for an�, real estate brokerage commission(s) or with respect to any of the costs and
expenses that Tenant may have incurred in connection with its proposed subletting, and Tenant agrees to
hold !Landlord harmless from and against any and all claims (including, without limitation, claims for
commissions) arising from such proposed subletting. Landlord's foregoing rights and options shall
continue throughout the Term. For purposes of this Section, a proposed assignment of this Lease in whole
or in ,part shall be deemed a proposed subletting of such space.
(h) Documentation. No permitted subletting by Tenant shall be effective until there has been
delivered to Landlord a counterpart of the sublease in which the subtenant agrees to be and remain jointly
and severally liable with Tenant for the payment of Rent pertaining to the sublet space and for the
performance of all of the terms and provisions of this Lease; provided, however, that the subtenant shall
be liable to Landlord for rent only in the amount set forth in the sublease. No permitted assignment shall
be effective unless and until there has been delivered to Landlord a counterpart of the assignment in
which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date,of the
assignment. The failure or refusal of a subtenant or assignee to execute any such instrument shall not
release or discharge the subtenant or assignee from its liability as set forthI above.
(i) No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into
any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or
a m l tual cancellation by Landlord and Tenant, shall not work a merger, and shall, at the option of
Landlord, terminate;all or any existing subleases or subtenancies or, at the option of Landlord, operate as
an assignment to Landlord of any or all such subleases or subtenancies.
26. Default. The occurrence of any of the following shall constitute default by Tenant under this
Lease:
(a) Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period of
three (3) days after notice o such default has been given by Landlord to Tenant.
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(b) Failure to Cornply with Rules and Regulations. Failure Ito comply with the Rules and
Regulations, if the failure continues for a period of twenty-four (24) hours after notice of such default is
given by Landlord to Tenant. If the failure to comply cannot reaslonably be cured within twenty-four (24)
hours, then Tenant shall nQt be in default under this Lease if Tenant commences to cure the failure to
comply within twenty-four (24) hours and diligently and in good faith continues to cure the failure to
comply.
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(c) Other Defaults. Failure to perform any other provision of this Lease, if the failure to perform
is not cured within thirty (30} days after notice of such default has been given by Landlord to Tenant. If the
default cannot reasonably be cured within thirty (30) days, then Tenant shall1not be in default under this
Lease if Tenant commences to cure the default within thirty (30) days 'and diligently and in good faith
continues to cure the do fault.
(d) Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take
possession of substantially, �II of the Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within sixty (60) days;or the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest
in this Lease, where such seizure is not discharged within sixty (60) days.
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27. Remedies. If Tenant commits a default, Landlord shall have the following alternative remedies,
which are in addition to any remedies now or later allowed by law:
(a) Maintain Lease in Force. Maintain this Lease in fulliforce and effect and recover the Rent
and other monetary charges as they become due, without terminating;Tenant's right to possession,
irrespective of whether tenant shall have abandoned the Premises. If Landlord elects to not terminate the
Lease, Landlord shall have! the right to attempt to re-let the I Premises/ at such'rent and upon such
conditions and for such a term, and to do all 'acts necessary to maintain or preserve the Premises as
Landlord deems reasonable and necessary without being deemed to have elected to terminate the l ease
including removal of all per ons and property from the Premises; such property may be removed and
stored in a public ware) ous or elsewhere at the cost of and foir the account of Tenant. In the event any
such 're-letting occurs, tni�l L ase shall terminate automatically upon the new Tenant taking possession of
the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any
time during the term of this Lease may elect to terminate this Lease by virtue of such previous default of
Tenant.
(b) Tell inate Lease. Terminate Tenant's right to possession by any lawful means, in which case
this Lease shall terminate�and Tenant shall immediately surrender possession of the Premises to
Landlord. In such event Landlord shalli be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default including without limitation thereto, the following: (i) The worth at
the time of award of any unpaid Rent which had been earned at the time of such teirmination; plus (ii) the
worth at the time of award of the amount by which the unpaid tent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that Tenant proves could have
been reasonably avoided; plus (iii) the worth at the time of award of the amou,t by which the unpaid Rent
for the balance of the Term after the time of award exceeds the'amount of such rental loss that is proved
could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the
detriment proximately, causd by Tenant's failure to perform its, obligations under this Lease or which in
the ordinary course of things would be likely to result therefrom, including without limitation, any costs or
expenses incurred by Landlord in (A) retaking possession of the Premises, including reasonable attorney
fees therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the Premises
for reletting to a new tenant including repairs or necessary alterations to the Premises for such reletting,
(D) leasing commissions incident to reletting to a new tenant, and (E), any other costs necessary or
appropriate to relet the Premises; plus (v) at Landlord's election, such other amounts in addition to or in
lieu of the foregoing as rrjay be permitted from time to time by applicable state law. The amounts
described in clauses (G) and (D) shall be amortized over the term of the new tenant's lease, and Tenant
shall 1 only be liable to Landlord for the portion of such amounts attributable to the period prior to the
Expiration Datelof this Lease set forth in Section 1. Upon any such re-entry Landlord shall have the right to
make any reasonable repairs, alterations or modifications to the Premises, which Landlord in its sole
discretion deems reasonable and necessary. As used in Subsection 27(b)(i) the "worth at the time of
awar is computed by allowing interest at the rate of fifteen percent (15%) per year from the date of
default. As used in Subsections 27(b)(ii) and'27(b)(iii) the "worth at the time of award" is computed by
discounting such amounts at the discount rate of eight percent(8%) per year.
28. Bankruptcy.
(a) Assumption of Lease. If Tenant becomes a Debtor under Chapter 7 of the Bankruptcy Code
("Code") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters
11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters
11 or 13 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to
assume this Lease unless, at the time of such 'assumption, the Trustee or Tenant has:
(i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or
provided Landlord with "Adequate Assurance" (as defined below) that: (ii) within ten (10) days from the
date of such assumption, the Trustee or Tenant will completely pay all sums due and owing under this
Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default or
breach of this Lease, including without limitation, Landlord's reasonable costs, expenses, accrued interest,
and attorneys' fees incurred as a result of the default or breach; (ii) within twenty (20) days from the date
of such assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this
Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are
reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary
defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and (iii) the
assumption will be subject to all of the provisions of this Lease.
(ii) For purposes of this Section, Landlord and Tenant ack6owledge that, in the context of a
bankruptcy proceeding involving Tenant at a minimum, "Adequate Assurance" shall mean: (i) the Trustee
or Tenant has and will continue to have'sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient
funds to fulfill the obligations of Tenant under;this Lease; (ii) the Bankruptcy Court shall have entered an
Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a
valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant
acceptable as to value and kind to Landlord, to secure to Landlo�,d the obligation of the Trustee or Tenant
to cure the monetary and/o( non-monetary defaults and breaches under this Lease within the time periods
set forth above; and (iii) the Trustee or Tenant, at the very minimum, shall deposit a sum equal to two (2)
month's Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to
secure Tenant's future performance under the Lease.
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(b) Assignment of Lease. If the Trustee or Tenant has assumed the Lease pursuant to the
provisions of this Section for the purpose of assigning Tenant's interest hereunder to any other person or
entity,, such interest may be assigned only after the Trustee, Tenant or the proposed assignee have
complied with all of the term's, covenantsi and conditions of this Lease, including, without limitation, those
with respect to Additional Bent. Landlord and Tenant acknowledge that such terms, covenants and
conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person
or entity to which this Lease is assigned (pursuant to the provisions of the Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this Lease on and after the date of
such assignment. Any such assignee shall upon request execute and deliver to Landlord an instrument
confirming such assignment,.
(c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code,
Tenant, as Debtor and as Debtor-In-Possession, and any Trustee who may be appointed agree to
adequately protect Landlord as follows: (i) to perform each and every obligation of Tenant under this
Lease until such time as this Lease is either rejected or assumed by Order of the Bankruptcy Court; (ii) to
pay all monetary obligations required under this Lease, incl l ding without limitation, the payment of
Minimum Monthly Rent, Tenant's Share of Real Property Taxes, Tenant's Share of Operating Costs and
any other sums payable by Tenant to Landlord under this Lease which is considered reasonable
compensation for the use and occupancy of the Premises; (iii) provide Landlord a minimum of thirty (30)
days prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding
relating to any assumption of this Lease or any intent to abandon the Premises, which abandonment shall
be deemed a rejection of this Lease; and (iv) to perform to the benefit of Landlord as otherwise required
unde the Code; The failure of Tenant to comply with the above shall result in an automatic rejection of
this Lease.
29. Limitation of Actions. Any claim, demand, right or defense of any kind by Tenant which is based
upon or arises in connection with this Lease or the negotiations prior to its execution, shall be barred
unless Tenant 'commences Ian action thereon, or interposes in a legal proceeding a defense by reason
thereof, within three (3) years after;the date Tenant actually becomes aware of the act or omission on
which such claim, demand, right or defense is based.
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30. Signs. Tenant shall not have the right to place, construct or maintain any sign, advertisement,
awning, banner or other exterior decoration without Landlord's consent. Any sign that Tenant has
Landlord's cons:
onsent to place,1construct and maintain shall comply with all laws, and Tenant shall obtain any
approval required by such laws. Landlord makes no representation with respect)to Tenant's ability to
obtain such approval. Notwithstanding the foregoing, Landlord and Tenant have agreed to allow Tenant
the right to install one (1) Exterior sign on!the building, pursuant to the Rider att&ched hereto.
31. i Landlord's Right to Fnter the Premises. Landlord and its authorized;representatives shall have
the right to enter the Pre,ises at reasonable times and upon reasonable prior notice (except in an
emergency when no such notice shall be required) for any of, the following purposes: (i) to determine
whether the Premises are in good condition and whether Tenant is complying with its obligations under
this lease, (ii) ;to do any maintenance; to make any restoration to the) Premises or the Building that
Landlord has the right or thE obligation to perform, and to make any improvements to the Premises or the
Building that Landlord deems necessary, (iii) to serve, post or kee posted any notices required or allowed
under the provisions of this Lease, (iv) to post.any ordinary For Sale signs at any time during the Term
and to post any ordinary "For Lease" signs during the last ninety (90) days of the Term, and (v) to show
the Premises to prospective brokers, agents, purchasers, tenants or lenders, at any time during the Term.
Landlord shall not be liable in any manner for any inconvenience, annoyance, disturbance, loss of
business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this
Section , except damage resulting from the grossly negligent or willful acts of Landlord or its authorized
representatives. Tenantlshall not be entitled to an abatement or reduction of Rent if Landlord exercises any
right reserved in this Section. Landlord shall conduct its activities on the Premises as allowed in this Section
in a reasonable manner so as to cause minimal inconvenience, annoyance or disturbance to Tenant.
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32. Subordination. This Lease is and shall be prior to any mortgage recorded after the date of this
Lease affecting the Property. If, however, a lender requires that this Lease be subordinate to any
mortgage, this Lease shall be subordinate to that mortgage if Landlord first obtains from the lender a
written agreement that provides substantially the following:
"As long as Tenant perf orms its obligations under this Lease, no foreclosure of,
deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures
taken under the mortgage, shall affect Tenant's rights under this Lease. "
Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee
designated in any del ed given in lieu of foreclosure. Tenant shall execute the written agreement and any other
documents required by the lender to accomplish the purposes of this Section.
33. Right to Estoppel Certificates. Tenant, within ten (10) business days after notice from Landlord,
shall execute and deliver to Landlord, in recordable form, a certificate stating that this Lease is unmodified
and in full force and effect, or in full force and effect as modified and stating the modifications. The
certificate shall also state the amount of Minimum Monthly Rent, the dates to which Rent has been paid in
advance, and the amount of any Prepaid Rent or Security Deposit and such other matters as Landlord
may reasonably request. Failure to deliver the certificate within such ten (10) business day period shall be
conclusive upon Tenant for the benefit of Landlord and any successor to Landlord, that this Lease is in full
force) and effect and has not been modified except as may be 'represented by Landlord requesting the
certificate.
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34. Transfer of Landlord's Interest. If Landlord sells or transfers the Property, Landlord, on
consummation of the sale olr transfer, shall be released from any liability thereafter accruing under this
Lease if Landlord's successor has assumed in writing, for the benefit of Tenant, Landlord's obligations
under,this Lease. If any Security Deposit or Prepaid,Rent has been paid by Tenant, Landlord shall transfer
such Security Deposit or Prepaid Rent to Landlord's successor and on such transfer Landlord shall be
discharged from any further liability with respect'to such Security Deposit o Prepaid Rent.
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35. Attorneys' Fees. If eit er party shall bring any action for relief against the other party, declaratory or
otherwise, ei isi g out of t is Lease, including any action by Landlord for! the recovery of Rent or
possesslon of lithe Premise , the losing party shall pay the successful party a reasonable sum for
attorneys fees which shall b deemed to'have accrued on the commencement of such action and shall be
paid whether or, hot such act on is prosecuted to judgment.
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36. Surrender; Holding Over.
(a) Surrender. On expiration or ten (10) days after! termination of the Term, Tenant shall
surrender the Premises and all Tenant's improvements and alterations to La'ndlord'broom clean and in
good condition. Tenant shall remove all of its trade fixtures and personal property, which personal property
specifically includes all cabling installed in the Premises by Tenant (unless Tenant,has received consent
from Landlord that such cabling may be surrendered with and remain in the,Premises), within the time
period stated in this Sectio . Tenant, at its cost, shall perform all restoration made necessary by, and
repair any damage to the Premises caused by, the removal of its trade ;fixtures, personal property and
signs to Landlord's reasona le satisfaction within the time period stated in this Section. Landlord may, at
its election, retain or dispose of in any manner any of Tenant's trade fixtures or personal property that
Tenant does not remove from the Premises on expiration or within ten (1�0) drays after termination of the
Term as allowed or required by the provisions of this Lease by giving ten (10) days notice to Tenant. Title
to any such trade fixtures and personal property that Landlord elects to retain or dispose of on expiration
of such ten (10) day period shall vest in Landlord. Tenant waives all claims against Landlord for any
damage to Te ant resulting from Landlord's' retention or disposition of any such trade fixtures and
personal property. Tenant shall be liable to Landlord for Landlord's reasonable costs for storing, removing
and isposing of Tenant's trade fixtures and personal property. If Tenant fails to surrender the Premises to
Land ord on expiration or ten (10) days after termination of the Term as required by this Section, Tenant
shall pay Landlord Rent in an amount equal to 150% of the Minimum Monthly Rent applicable for the
month immediately prior to the expiration or termination of the Term, or the amount provided by law,
whichever is greater, for the, entire time Tenant thus remains in possession and Tenant shall be liable for,
shall I indemnify Landlord against and shall Hold Landlord harmless from all damages resulting from
Tena'nt's failure to timely surrender the Premises, including without limitation, (i) any Rent payable by, or
any damages claimed by, any prospective tenant of any part or all of the Premises, and (ii) Landlord's
damages resulting from such prospective tenant rescinding or refusing to enter into the prospective lease
of part or all of the Premises by reason of Tenant's failure to timely surrender the Premises. If Tenant,
without Landlord's prior consent, remains in possession of the Premises after expiration or termination of
the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such
possession by Tenant shall be deemed to be a tenancy at sufferance terminable at any time by either
party.
(b) Holding Over with Landlord's Consent. If Tenant, with Landlord's prior consent, remains in
possession of the Premises after expiration or termination of the Term,' or after the date in any notice
given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a
month-to-month tenancy terminable by Landlord by a notice given to Tenant at least twenty (20) days prior
to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty (30) days
prior,to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent
in the amount then agreed to in writing by Landlord and Tenant. All provisions of this Lease, except those
pertaining to term, shall apply to the month-to-month tenancy.
37. Agency Disclosure; Broker.
(a) Agency Disclosure. GVA Kidder Mathews hereby discloses that it represents the Landlord
and Tenant in this transaction.
(b) Broke. Landlord and Tenant each represent to the other that neither is represented by any
broker, agent or finder wit respect to this Lease in any manner, except the Broker(s). The commission
due Ito the Broker(s) shall be paid by Landlord pursuant to a separate agreement. Each party agrees to
indemnify and hold,the other party harmless from and against any and all liability, costs, damages, causes
of action or other proceedings instituted by any broker, agent or finder, licensed or otherwise, claiming
thro l gh, under or by reason of the conduct of:the indemnifying party in any manner whatsoever in
connection with this ;Lease. If Tenant engages a broker, agent or finder to represent Tenant in connection
with any renewal of this Lease, then the commission or any fee of such broker, agent or finder shall be
paid by Tenant.
38. Interest on Unpaid ent. In addition to the Late Charge' as provided in, Section 5(b), Rent nit paid
he rate of fifteen ercent 15% per ear, or
in re�t from the date due until aid at t ,
when due shall bear to p p ( ) P Y
the maximum legal rate of interest, whichever is less.
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39. Landlord's Option to Relocate Tenant. Landlord shall have the option at any time to relocate
Tenant, upon!not less thane ninety (90) days advance written notice by Landlord to'Tenant, to any floor of
the Building in which the Premises are located so long as the square footage of the Premises leased
hereunder is not reduced. Rent shall not be changed because of the relocation of Tenant notwithstanding
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any increase in the square footage of the Premises to which Tenant is relocated unless the increase in
square footage is caused by Tenants request for additional spa e. In the event Landlord gives Tenant
written notice of the relocati n of Tenanti after Tenant and Landlord haveicommenced or completed the
approved installation of partitioning or other improvements, Landlord shall furnish Tenant with similar
partitioning or other improvements of equal quality in the Premises to which Tenant is relocated. Landlord
shall pay expenses associated with relocation of existing telephones, existing office furniture, and existing
equipment.
40. iDefinitions. As used din this Lease, the following words and phrases, whether or not capitalized,
shall have the following rneanings;
I(a) "Additional Ren " means pass-throughs of increases in Operating Costs and Taxes, as
defined in this Lease, and other monetary sums to be paid by Tenant to Landlord under the provisions of
this Lease.
I ,
I(b) "Alteration" means any addition or change to, or modification of, the Premises made by
Tenant, including without limitation, fixtures, but excluding trade fixiures as defined in this Section.
(c) "Authorized representatives" means any officer, agent, employee, independent contractor or
invitee of either party.
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(d) "Award" means all compensation, sums or anything of value awarded, paid or received on a
total Or partial condemnation.
(e) "Common Areas" means all areas outside the Premises and within the Building or on the
Land that are provided and designated by Landlord from time to time for the general, non-exclusive use of
Landlord, Tenant and other tenants of the Building and their authorized representatives, including without
limitation, common entrances, lobbies, corridors, stairways and stairwells, elevators, escalators, public
restrooms and other public portions of the Building.
i (f) "Condemnation" means the exercise of any governmental power, whether by legal
proceedings or otherwise, by a condemnor and a voluntary sale or transfer by Landlord to any condemnor,
either under threat of condemnationor while legal proceedings for condemnation are pending.
(g) "Condemnor" means any public or 'quasi-public authority or entity having the power of
condemnation.
(h) "Damage" means any injury, deterioration, or loss to a person, property, the Premises or the
Building caused by another person's acts or omissions or by Acts of God. Damage includes death.
(i) "Damages" means a monetary compensation or indemnity that can be recovered in the courts
by any person who has suffered damage to his person, property or rights through another's acts or
omissions.
(j) "Date of taking" means the date the condemnor has the right to possession of the property
being condemned.
(k) "Encumbrance" means any mortgage, deed of trust or other written security device or
agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security
for the payment of a debt or'performance of an obligation.
(1) "Expiration" means the coming to an end of the time specified in the Lease as its duration,
including any extension of the Term.
(m) "Force majeurel" means strikes, lockouts, labor disputes, shortages of labor or materials, fire
or other casualty, Acts of God or any other cause beyond the reasonable control of a party.
I
(n) "Good condition" means the good physical conditi In of the Premises and each portion;of the
Premises, including without limitation, all of the Tenant Improvements, Tenants alterations, Tenant's trade
fixtures, Tena i is Personal Property, all as defined in this Section, signs, walls interior partitions, windows,
windrow coverings, glass, doors, carpeting and resilient flooring,1 ceiling tiles, plumbing fixtures and lighting
fixtures, all of which shall be in conformity with building standard finishes, ordinary wear and tear, damage
by fire or other casualty and taking by condemnation excepted.
(o) "Hazardous su stances" means any industrial waste, toxic waste, chemical contaminant or
other substance considere hazardous, toxic or lethal to person,s or property or designated as hazardous,
toxic or lethal to persons or property under any laws, including without limitation, asbestos material or
materials containing asbestos.
(p) "Hold harmless" means to defend and indemnify from all liability losses penalties, damages
as defined in this Section, costs, expenses (including without limitation, attorneys' fees), causes of action,
claims or judgments:arising out of or related to any damage, as defined iin this Section, to any person or
Property.
(q) "Law" 'means any constitution, statute, ordinance, regulation, rule, resolution, judicial decision,
administrative order or other requirement of any federal, state, county, municipal or other governmental
agency or authority having ijurisdiction over the parties or the Property, or both, in effect either at the time
1
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of execution of this Lease or at any time during the Term, including without limitation, any regulation or
order of a quasi-official entity or body (e.g., lJoard of fire examiners or public utilities) and any legally
effective conditions, covenar is or restrictions affecting the Property.
r "Lender" mean's the mortgagee, beneficiary, a
O i ''fined ry, p rtY or other holder of an
encumbrance, ai defined in }his Section. I I
I(s) "Lien" means a charge imposed on the Premises by someone other than Landlord, by which
the Premises are made security for the p i rformance of an act. I
(t) "Maintenance" means repairs, replacement, repainti i g and cleaning,
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(u) "Mortgage" means any deed of trust, mortgage or -ther ..ritte security device or agreement
affecting the Premises, and the note or other,obligation secured by it, that constitutes security for the
payment of a debt or performance of ian obligation.
(v) "Mortgagee" means the beneficiary under a deed of trust or mortgagee.under a mortgage.
(w) "Mortgagor" means the grantor or trustor under !a deed of trust or mortgagor under a
mortgage.
(x) "Operating Costs" means all costs of any kind incurred by Landlord in operating, cleaning,
equipping, protecting, lighting, repairing, replacing, heating, air-conditioning, maintaining and insuring the
Property. Operating(Costs s,all include, without limitation, the following costs: (i) salaries, wages, bonuses
and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union
dues, life insurance, !including group life insurance, welfare and other fringe benefits, and vacation,
holidays and other paid absence benefits) relating to employees of Landlord or its agents directly engaged
in the operation, repair, 'or maintenance of the Property; (ii) payroll, social security, workers' compensation,
unemployment and similar taxes with respect to such employees of Landlord or its "authorized
representatives, and the cost of providing disability or other benefits imposed by law or otherwise, with
respect to such employees; (iii) uniforms (including the cleaning, replacement and pressing thereof)
provided to such employees; (iv) premiums and other charges incurred by Landlord with respect to fire,
earthquake, other casualty, all risk, rent loss and liability insurance, any other insurance as is deemed
necessary or advisable in the reasonable judgment of Landlord and, after the Base Year, costs of
repairing an insured casualty to the extent of the deductible amount under'the applicable insurance policy;
(v) water charges and sew r rents or fees; (vi) license, permit and inspection fees; (vii) sales, use and
excise taxes o6lgoods and ervices purchased,by Landlord in connection with the operation, maintenance
or repair of the Property and Building systems and equipment; (viii) telephone, facsimile, messenger,
express delivery service, postage, stationery supplies and other expenses incurred in connection with the
operation, management, maintenance, or repair of the Property; (ix) property management fees and
expenses; (x) repairs to and physical maintenance of the Property, including building systems and
appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and
installations, but excluding the replacement of major building systems (except to the extent provided in
(xvi) and (xvii) below); (xi) janitorial, window cleaning, security, extermination, water treatment, rubbish
removal, plumbing and other services and inspection or service contracts for elevator, electrical, HVAC,
mechanical and other building equipment and systems or as may otherwise be necessary or proper for the
operation or maintenance of the Property; (xii) supplies, tools, materials, and equipment used in
connection with the operation, maintenance or repair of the Property; (xiii) accounting, legal and other
professional fees and expenses; (xiv) painting the exterior or the public or common areas of the Building
and the cost of maintaining the sidewalks, landscaping and other common areas of the Property; (xv) all
costs and expenses for electricity, chilled water, air conditioning, water for heating, gas, fuel, steam, heat,
lights:, power and other energy related utilities required in connection with the operation, maintenance and
repair of the Property; (xvi) the cost of any improvements which Landlord elects to capitalize made by
Landlord to the Property during the Term in compliance with the requirements of any laws or regulation or
insurance requirement with which the Property was not required to comply during the Base Year, as
reasonably amortized by Landlord, with interest on the unamortized balance at the rate of twelve percent
(12%;) per year,or the maximum legal rate of interest, whichever is less; (xvii) the cost of any
improvements which Landlord elects to capitalize made by Landlord to the Property during the term of this
Lease for the protection of the health and safety of the occupants of the Property or that are intended to
reduce other Operating Costs, as reasonably, amortized by Landlord, with interest on the unamortized
balance at the rjate lof twelve percent (12 1%) per year, or the maximum legal rate of interest, whichever is
less;l(xviii) a reasonable r serve for repair or replacement of equipment used in the maintenance or
operation of the Property; (Ax the cost of furniture, draperies, carpeting, landscaping and other customary
and ordinary items of perso al property i(excluding paintings, sculptures and other works of art) provided
by Landlord ford use in common areas of the Building or in the Building office (to the extent that such
Building office is dedicated to the operation and management of the Property), such costs to be amortized
over the useful life! thereof;; (xx) Building office rent or rental value; and (xxi) all other costs which, in
accordance with generally sound accounting and management principles 'used by Landlord, as applied to
the maintenance and.operation of office. and/or retail buildings, are properly chargeable to the operation
and maintenance of the Property.
� I I
I Operating Costs shall not include the following: (i) depreciation on the Building; (ii) debt service; (iii)
capital improvements, except as otherwise provided in clauses (xvi) and (xvii) above, (iv) rental under any
ground or underlying leases; (v) Real Property Taxes, (vi) attorneys' fees and expenses incurred in
connection with lease negotiations with prospective tenants, or default or enforcement proceedings with
respect to defaulting tenants; (vii) the cost of tenant improvements; (viii) advertising expenses; or (iz) real
estate broker's or other leasing commissions.
17
(y) "Parties" means Landlord and Tenant.
(z) "Party" means Landlord or Tenant.
(aa) "Persons' means one or more human beings, or legal entities or other artificial persons,
including without limitation, partnerships, corporations, trusts, estates, associations and any combination
of human beings and legal ei tities.
I
(bb) "Property" means the Premises, Building and Land.
(cc) "Provision" means any term,lagreement, covenant, condition, clause, qualification, restriction,
reservation, or other stipulation in the Lease that defines or otherwise controls, establishes, or limits the
performance required or permitted by either party.
1(dd) "Real Property Taxes" means any form of tax, assessment, general assessment, special
assessment, lien, levy, !bond obligation, license fee, license tax, tax or excise on rent, or any other levy,
charge or expense, together with any statutory, interest thereon, (individually and collectively, the
"Impositions"), now or hereai'ter imposed or required by any authority having the direct or indirect power to
tax, including any federal, state, county or city government or an;y school, agricultural, lighting, drainage or
other improvement or special assessment district thereof, (individually and'collectively, the "Governmental
Agencies") on any ;interest of Landlord for Tenant or both (including any legal or equitable interest of
Landlord or its mortgagee, if any) in the Premises or the Property, including without limitation:
(i) any Impositions upon, allocable to or measured by the area of the Premises or the
Property, or the rental payable hereunder, including without limitation), any gross income tax or excise tax
levied by any Governmental Agencies with respect to the receipt;of such rental;;or
I
ii i any Impositions upon or with respect tl the
possession leasing, operation,
management, maintenance;,
alteration, repair or use or occupancy by Tenant of'the Premises or any
porti In thereof;!
(iii) any Impositions upon or with respect to the building equipment and personal property
used in connection with the operation and maintenance of the Property:or upon or with respect to the
furniture, fixtures and decorations in the common areas of the Property.
(iv) any Impositions upon this Lease or this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises; or
(v)l any Impositions by Governmental Agencies (whether or not such Impositions constitute
tax receipts) in substitution, partially or totally, of any impositions now or previously included within the
definition of real property taxes, including those calculated to increase tax increments to Governmental
Agencies and to pay for such services as fire protection, water drainage,I street, sidewalk and road
maintenance, refuse removal or other governmental services formerly provided without charge to property
owners or occupants; of
(vi) any and all costs, including without limitation, the fees of attorneys, tax consultants and
experts, incurred by Landlord should Landlord elect to negotiate or contest the amount of such real
property taxes in formal or informal proceedings before the Governmental Agency imposing such real
property taxes; provided, however, that real property taxes shall in no event include Landlord's general
income, inheritance, estate, gift or franchise taxes.
i
(ee) "Rent" means inimum Monthly IRent, as adjusted) from time to time under this Lease,
Additional Rent, Prepaid Re t, Security Deposit, all as defined in this Section, payments of Tenant's Share
of increases in Real Prope y Taxes and Operating Costs, insurance, utilities and other charges payable
by Tenant to Landlord.
(ff) "Rentable square feet of space" as to the Premises or the Building, as the case may be,
means the number of usable square feet of space times the applicable R/U Ratio(s) as defined in this
Section.
(gg) "Restoration" means the reconstruction, rebuilding, rehabilitation and repairs that are
necessary to return damaged portions of the Premises and the Building to substantially the same physical
condition as they were in immediately before the damage.
(hh) "R/O Ratio" means the rentable area of a floor of the Building divided by the usable area of
such floor, both of which shall be computed in accordance with American National Standard Z65.1-1996
Method of Measuring Floor Space in Office Buildings as published by theBuilding Owners and Managers
Association, as amended from time to time.
(ii) "Substantially complete" or "substantially completed" or "substantial completion" means the
completion of Landlord's construction obligation, subject to completion or correction of"punch list" items,
that is, minor items of incomplete or defective work or materials or mechanical maladjustments that are of
such a nature that they do not materially interfere with or impair Tenant's use of the Premises for the
Permitted Use. 1
i
(jj) "Successor" means assignee, transferee, personal representative, heir, or other person or
entity succeeding lawfully, and pursuant to the provisions of this Lease, to the rights or obligations of either
party.
18
f(kk) "Tenant Improvements means (i) the improvements and alterations set forth in Exhibit C, (ii)
window coverings, lighting fixtures, plumbing fixtures, cabinetry and other fixtures installed by either
Landlord or Tenant at any l time during the Term, and (iii) any improvements and alterations of the
Premises made for Tenant by Landlord at any time during the Term.
(II) "Tenant's personal property" means Tenant's equipment, furniture, and movable property
(including cabling) placed in the Premises by Tenant.
I
(mm) "Tenant's trade fixtures" means any property attached to the Premises by Tenant.
(nn) "Termination" means the ending of the Term for any reason before expiration, as defined in
this Section.
(oo) "Work" means the construction of any improvements or alterations or the performance of any
repairs done by Tenant or caused to be done by Tenant on the Premises as permitted by this Lease.
41. Miscellaneous Provisions.
(a) Entire Agreement. This Lease sets forth the entire agreement of the parties as to the subject
matter hereof and supersedes all prior discussions and understandings between them. This Lease may
not be amended or rescinded in any manner except by an instrument in writing signed by a duly
authorized officer or representative of each party hereto.
(b) Governing Law. This Lease shall be governed by, and construed and enforced in
accordance with, the laws of the State of Washington.
(c) Severability. Should any of the provisions of this Lease be found to be invalid, illegal or
unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder
of this Lease shall nonetheless remain in full force and effect unless striking such provision shall materially
alter the intention of the parties.
i
Jurisdiction. In the event any action is brought to enforce any of the provisions of this Lease, the
parties agree to be su0ect to exclusive in personam jurisdiction in the Superior Court in and for King
County, Washington Qr in the United States District Court for the Western District of Washington
and agree that in any 5uch action venue shall lie exclusively at Seattle or Kent Washington
(d) Waiver No waiver of any 'right u nder this Lease shall be effective unless contained in a
writing signed by a duly au horized officer or representative of the party sought to be charged with the
waiver and no Waiver,of an right arising from!any breach or failure to perform shall be deemed to be a
waiver of any future right or'of any other right arising under this Lease.
(e) Captions). Sect on captions contained in this Lease are included for convenience only and
form no part of the agreeme it between the parties.
Notices. All notices or requests r quired or permitted under this Lease shall be in writing and sent
by certified mail, return receipt requested; postage prepaid, or:by messenger service to the
addresses established for notice for both Tenant and Landlord.
(f) Binding .Effect. Subject to the provisions of Section 25 captioned "Assignment and
Subletting", this Lease IshalI be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. No permitted assignment of this Lease or Tenant's rights hereunder
shall i be effective against Landlord unless and until an executed counterpart of the instrument of
assignment shall have beer) delivered to Landlord and Landlord shall have been furnished with the name
and address of the assignee. The term "Tenant" shall be deemed to include the assignee under any such
permitted assignments
Effectiveness. This Lease shall not be binding or effective until properly executed and delivered by
Landlords and Tenant.
(g) Gender and Number. As used in this Lease, the!masculine shall include the feminine and
neuter, the feminine shall in,clude the masculine and neuter, the neuter shall include the masculine and
feminine, the singular shall nclude the plural and the plural shall include the singular, as the context may
require.
(h) Time of;the Essence. Time is of the essence in the performance of all covenants and
conditions in this Lease for which time is a factor.
Signatures on following page
19
S
Dated the date first above written.
i
Landlord: Tenant:
PMC Bancor cor ion
The City of Renton,Washington, a By:
Washington municipal corboratiori
Title:
j 1 Date executed; y�
Title: ; Denis Law, Mayor By: i
Date'executed: 3 // Title:
j Date exe uted:
ATTEST• i j
Jaen A _ 'SAt-h , nopni-y Cii- C1eAf
Date executed: aII DI�I Title:
Date executed:
This Lease has been prepared for submission to you and your attorney. GVA Kidder Mathews is not
authorized to give legal or tax advice. Neither Landlord nor GVA Kidder Mathews makes any representations
or recommendations as to the legal sufficiency, legal effect or tax consequences of this document or any
transaction relating thereto. These are questions for your attorney with whom you should consult before
signing the document to determine whether your legal rights are adequately protected.
[Notary attached]
20
EXHIBIT A
LEGAL DESCRIPTION
i
200 Mill Avenue Building
THAT PORTION OF HENRY H. TOBIN DONATION LAND CLAIM LYING NORTH OF
CANADIAN &PACIFIC RAILROAD RIGHT OF WAY AND EAST OF PLAT OF TOWN OF
REON; LESS A PORTION BEGINNING AT THE SOWTHWEST CORNER; THENCE
EASTERLY ALONG SOUTH LINE TO THE INTERSECTION WITH COMMERCIAL
WATERWAY #2 RIGHT OF WAY; THENCE NORTHWESTERLY ALONG SAID RIGHT
OF WAY 53.88 FEET; THENCE SOUTH 42°-04'-00" WEST 34.10 FEET; THENCE ON A
CURVE TO THE RIGHT WITH A RADIUS OF 470 FT. — 109.58 FEET ON AN ARC;
THENCE SOUTH 630-04'-00" WEST 191.62 FEET; THENCE SOUTH 39.53 FEET TO
POINT OF BEGINNING.
Situated in King County, Washington
King County Tax Assessor's Account Number: 0000720-0050-08
LEGAL DESCRIPTION
EXHIBIT A
EXHIBIT B
FLOOR PLAN
e- -
r
400— Le AsiZO
4,290 SF
410- liiac-ft.r r
2,024 SP
FOURTH FLOOR ,,.L-ozi�L TN
Suite 410
Approximately 2,024 rentable square feet
Interior improvements may not be exactly as shown.
FLOOR PLAN
EXHIBIT B
EXHIBIT C
WORK LETTER
THIS WORK LETTER is made as of July 9, 2010 for the Lease between The City of Renton,
Washington, a Washington municipal corporation ("Landlord"), and PMC Bancorp, a California
corporation ('Tenant").
RECITALS: Landlord and Tenant have entered into a Lease dated of even date herewith (the
"Lease") covering certain premises (Suite 410) located in the 200 Mill Avenue Building in Renton,
Washington (the 'Premises"). Landlord and Tenant set forth their agreement that Tenant has agreed to
accept the Premises in their"AS IS"condition without any agreements, representations, understandings or
obligations on the part of Landlord to perform any alterations, repairs or improvements or to provide any
allowances excepting the following work:
Landlord shall install a drywall closure for the office near the North side.
Landlord shall repaint the office walls.
Landlord shall shampoo the existing carpeting.
Landlord will provide building standard signage for Tenant.
There are no other improvements to the Premises.
WORK LETTER
EXHIBIT C
Page 1
EXHIBIT D
RULES AND REGULATIONS
' i
1. No sign, placard, picture advertisement, name or notice shall1be installed or displayed on any part of the
exterior or in any area visible from the 'exterior of the Building without the prior written consent of the
Landlord, which consent shall not be unreasonably withheld or (delayed. Landlord shall have the right to
remove, at Tenant's expense and without notice any sign installed or displayed in violation of this rule. All
signs or lettering on doors anIId walls shall be printed, painted, affixed or inscribed at the expense of Tenant.
At the expiration or termination of Tenant's Lease, Tenant, at Tenant's sole cost and expense, shall remove
all tenant-installed signage and repair and paint any and all damage resulting from installation and/or removal
of said signage.) I
2. Tenant shall not install 1 ny curtains, blinds, shades, screens or hanging plants or other similar objects
attached to or used in connection with any window or door of the Premises except building-standard drapes
approved by Landlord. No a ning shall be per on any part of the Premises. Tenant shall not place
anything against or near glass partitions or doors or windows which may appear unsightly from outside the
Premises.
3. Tenant shall not obstruct any sidewalks, lobbies, halls, passages, ;exits, entrances, elevators, or
stairways of the Building. The halls, passages, exits, entrances, lobbies, elevators, and stairways are not
open to the general public. Landlord shall in all cases retain the right to control and prevent access thereto of
all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character,
reputation and interest 'of the Building and its Tenants; provided that nothing herein contained shall be
construed to prevent such access to;persons with whom any Tenant normally deals in the ordinary course of
its business, unless such persons are engaged in illegal activities. No Tenant and no employee or invitee of
any tenant shall go upon the roof of the Building without Landlord's prior written consent.
4. The directory of the Building will be provided exclusively for the display of the. name and location of
tenants' business only, and Landlord reserves the right to exclude any other names therefrom.
5. All cleaning and janitorial services for the Building and the Premises, unless otherwise provided in the
Lease, shall be provided exclusively through Landlord, and except with the written consent of Landlord, no
person or persons other than those approved by Landlord shall be employed by Tenant or permitted to enter
the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by
carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in any way
be responsible to any tenant for any loss of property on the Premises, however occurring, or for any damage
to any tenant's property by the janitor or any other employee or any other person.
6. Landlord shall furnish Tenant with appropriate number of keys to each door lock in the Premises and to
the main entrance door of the Building. Landlord may make a reasonable charge for any additional:keys.
Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new
additional lock or bolt on any door of its Premises. Tenant, upon termination of its tenancy, shall deliver to
Landlord all keys to all doors which have been furnished to Tenant, and in the event of loss of any keys so
furnished, shall reimburse Landlord for the cost of any new lock(s) required due to such loss.
7. Tenant shall not install computer cabling, telephone, burglar alarm or similar services without Landlord's
approval for installation of same. Upon termination of Tenant's tenancy, at Landlord's option, Tenant shall
remove any equipment and/or services from the Premises and shall restore the Premises to its condition
prior to such installation.
8. Freight elevator(s), if any, shall be available for use by all tenants in the Building, subject to such
reasonable scheduling as �andlord in its discretion shall deem appropriate. No equipment, materials,
furniture, packages, supplies,, merchandise or other property will be received in the Building or carried in the
passenger elevators except between such hours and in such elevators as may be designated by Landlord.
9. Tenant shall not pl ce a load upon any floor of the Premises which exceeds the load per square foot
which such floorlwas designed to carry and which is allowed by law.I Landlord shall have the right to prescribe
the weight, size and position of all equipment, materials, furniture or other property brought into the Building.
Heavy objects shall if considered necessary ,by Landlord, stand on suoh platforms as determined by
Landlord to bei necessary to properly distribute the weight of such objects. Business machines and
mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein or to any tenants in the Building shall be placed and
maintained by Tenant, at Tenant's sole cost and expense, on vibration eliminators or other devices sufficient
to eliminate noise or vibration. Landlord will not be responsible for loss of, or damage to, any such equipment
or other property from any cause, and all damage done to the Building by roairtaining or moving such
equipment or other property shall be repaired at the expense of Tel
I
10. enant shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible
fluid or material other than those limited quantities necessary for the operation or maintenance of office
equipment. Tenant shall not use or permit to be;.used in the Premises any foul or noxious gas or substance,
or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the 13uildi g by reasonjof noise, odors, or vibrations, nor shall Tenant bring into or keep in
or about the Prl mises any an imals, including dogs(except seeing)eye dogs).
11. Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord.
RULES AND REGULATIONS
EXHIBIT D
Page 1
12. Tenant shall not waste electricity, water or air conditioning, and Tena t agrees to cooperate fully with
Landlord to assure the most effective'operation of the Building's heating and air conditioning system and to
comply with any government I energy-saving rules, laws or regulations, of which Tenant has actual notice,
and shall refrain from attemp ing to adjust controls. Tenant shall keep corridor and exti rior doors closed and
shall close window coverings at the end of each business day.
13. The name of the Build,ng is the 200 Mill Avenue Building. Landlord reserves the right, exercisable
without notice and without liability to Tenant, to change the name of the Building.
14, Landlord reserves the right to exclude from the Building between the hours of 6;00 p.m. and 7;00 a.m.
the following day, or such other hours as may be established from time to time by Landlord, and on Sundays
and legal holidays any erson, unless that person is known to the person or employee in charge of the
Building and has a pas or is properly identified. Tenant shall be.responsible for all persons for whom it
requests passes and shall be liable to Landlord!for all acts of such persons. Landlord shall not be liable for
damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord
reserves the right to prevent access to'the Building in case of invasion, mob, riot, public excitement or other
commotion by closing the doors or by other appropriate action.
15. Tenant shall close and lock the doors of its Premises and entirely shut off all water faucets or other
water apparatus, electricity, copiers and other office equipment, including coffee pots, etc., before Tenant and
its employees leave the Premises. Tenant shall be responsible for any damage or injuries sustained by other
tenants or occupants of the Building or by Landlord for noncompliance with this rule.
16. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed; and no foreign substance of any kind whatsoever shall be
thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the tenant, or employees or invitees of the tenant,who shall have caused it.
17. Tenant shall not make any room-to-room solicitation of business from other tenants in the Building.
Tena 1 t shall not use the Premises for any business or activity other thani that specifically provided for in
Tenant's Lease.
18. Canvassing, soliciting and distribution of Handbills or any other written material, and peddling in the
Building are prohibited, and each tenant shall cool perate to prevent same.
19. Tenant shall not install any radio o' television antenna, loudspeaker or other device on the roof or
exterior walls of the Building except as (permitted in the Lease. Tenant 'shall not interfere with radio or
television broadcasting or reception from or in the Building or elsewhere.
20. Landlord reserves the light to direct electricians as to where and how telephone, computer or other
wiring or cabling are to be introduced to; the Premises. Tenant shall not cut nor bore holes for wiring or
cabling without Landlord's prior written consent, said consent shall not be unreasonably withheld. Tenant
shall not affix any floor cover�ng to the floor of the Premises in any manner except as approved by Landlord.
Tenant shall repair any damage resulting from noncompliance with this rule.
j
21. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's
judgment, is intoxicated for under the influence of alcohol or drugs or who is in violation of any of the Rules
and Regulationslof the Building.
22. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any tra Ih box
or receptacle any material which cannot be disposed of in the ordinary and Icustomary manner of trash and
garbage disposal. All garbagee and refuse(disposal shall be made in accordance with directions issued from
time to time by Landlord. All garbage over and above normal (i.e.! major-delivery wrappings, etc.) shall be at
Tenant's sole cost and expense. Tenant agrees to cooperate with' Landlord in recycling programs as may be
established from time to'time by Landlord.
4
23. The Premises shall not a used for lodging I nor for manufacturing of any kind, nor shall the Premises be
used,for any improper, immoral or objectionable purpose. No coking shall Abe done or permitted by Tenant
on the Premises, except that use by Tenant of Underwriters Laboratory approved equipment for brewing
coffee, tea, hot chocolate and similar beverages, and microwave ovens shall be permitted; provided that
such 'equipment and use is'in accordance with all applicable federal, state, county and city laws, codes,
ordinances, rules and regulations and'does not cause objectionable odor.
24. Without the written consent of Landlord, Tenant shall not use the name of the Building in connection
with or in promoting or advertising the:business of Tenant except is Tenant's address. '
25. Tenant shall comply Yvith all isafety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency. j
26. Tenant assumes any a d all responsibility for protecting its Premises fi om theft, robbery and pilferage,
which includes keeping doors locked and ot her means of entry to the Premises closed.
27. The requirements of Tenant will be attended to only upon appropriate application to the office of the
Building by an authorized individual. Employees of Landlord shall not perform any work or do anything
outside their regular duties unless under special instructions from Landlord, and no employee of Landlord will
RULES AND REGULATIONS
EXHIBIT D
Page 2
i
admit any person (Tenant or otherwise) to any office of the Building without specific instructions;from
Landlord.
28. Tenant and Tenant's employees shall not park vehicles in any parking areas designated by Landlord as
reserved parking areas or as visitor parking areas. Tenant shall not park any,vehicles in the Building parking
areasiother than automobiles, motorcycles, motor-driven or nonmotor-driven i icy I les or four-wheeled trucks.
29. Tenant and Tenant's elivery personnel shall utilize loading zones and delivery entrances for all
deliveries. Any damage to the Building or Premises resulting from Tenant's deliveries shall be repaired at the
sole cost and expense of the Tenant.
30. Tenant and Tenant's d livery personnel shall not use in any space or in the common areas of the
Building any hand truck excgpt those equipped with rubber tires and side guards or such other material-
handling equipment as Landlord may approve. Tenant shall not, bring vehicles of any other kind into the
Building.
31. All moving of furniture o-other equipment shall be done so as to have minimal impact on other tenants'
and visitors' use of elevators, common areas, and parking facilities.
32. The Building is a nonsmoking building.
33. Landlord may waive any one or;more of these Rules and Regulations for the benefit of Tenant or any
other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in
favor of Tenant or any other tenant, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or al of the tenants of the Building.
34. These Rules and Regulations are in addition to and shall not be construed to in any way modify or
amend, in whole)or in part, the terms, covenants, agreements and conditions of any lease of any premises in
the Building.
35. Landlord reserves the fright to make such other and reasonable Rules and Regulations as, in its
judgment, may from time to time be needed for safety and security,, for care and cleanliness of the Building
and for the preservation of d ood order therein. Tenant agrees to abide by all such Rules and Regulations
hereinabove stated and any additional reasonable Rules and Regulations which are adopted.
36. Irenant shall be responsible for the observance of all of the foregoing Rules and Regulations by
Tena I.nt's employees, agi nts, clients, customers, invitees and guests.
Initials:
RULES AND REGULATIONS
EXHIBIT D
Page 3
Exhibit "E"
Insurance Requirements
For the
City of Renton
Please provide this document to your insurance agent
The City of Renton requires the industry standard:
• $1,000,000 Commercial General Liability, with$2,000,000 in the aggregate
• $1,000,000 Auto Liability (Needed if a vehicle will be used in performance of
work. This would include delivery of products to worksite)
• $1,000,000 Excess Liability (if specified in contract)
• Proof of Workers' Compensation coverage (provide the number)
• $1,000,000 Professional Liability (if specified in contract)
Requirements unique to the City of Renton:
• Name the City of Renton as an Additional Insured and provide the
endorsement page from the policy
• Modify the cancellation clause to state:
"Should any of the above described policies be canceled before the
expiration date thereof, the issuing company will mail 45 days written
notice to the certificate holder to the left."
• Put descriptive text of the project in the"Description of Operations"box
• The certificate holder must read:
City of Renton
ATTN: [City project manager name/dept provided by your insured)
(Address provided by your insured)
[City, State, Zip)